Companies Act 2006 (c. 46)

Part 28 U.K. Takeovers etc

Modifications etc. (not altering text)

C1 Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2

Chapter 3 U.K. “Squeeze-out” and “Sell-out”

Modifications etc. (not altering text)

C2 Pt. 28 Ch. 3 applied (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), reg. 3, Sch. (with reg. 6)

Interpretation U.K.

991 Interpretation U.K.

(1) In this Chapter—

• “the company” means the company whose shares are the subject of a takeover offer;

• “date of the offer” means—

  (a)

  where the offer is published, the date of publication;

  (b)

  where the offer is not published, or where any notices of the offer are given before the date of publication, the date when notices of the offer (or the first such notices) are given;

  and references to the date of the offer are to be read in accordance with section 974(7) (revision of offer terms) where that applies;

• “non-voting shares” means shares that are not voting shares;

• “offeror” means (subject to section 987) the person making a takeover offer;

• “voting rights” means rights to vote at general meetings of the company, including rights that arise only in certain circumstances;

• “voting shares” means shares carrying voting rights.

(2) For the purposes of this Chapter a person contracts unconditionally to acquire shares if his entitlement under the contract to acquire them is not (or is no longer) subject to conditions or if all conditions to which it was subject have been met.

A reference to a contract becoming unconditional is to be read accordingly.

Modifications etc. (not altering text)

C3 Ss. 974-991 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 14(2) (with transitional provisions and savings in regs. 7, 9, Sch. 2)