The Companies (Northern Ireland) Order 1986 (revoked)

Agreement to acquire interests in a particular companyF1 N.I.

212.—(1) In certain circumstances the obligation of disclosure may arise from an agreement between 2 or more persons which includes provision for the acquisition by any one or more of them of interests in shares of a particular public company ( “the target company”), being shares comprised in the relevant share capital of that company.

(2) This Article applies to such an agreement if—

(a) the agreement also includes provisions imposing obligations or restrictions on any one or more of the parties to it with respect of their use, retention or disposal of their interests in that company's shares acquired in pursuance of the agreement (whether or not together with any other interests of theirs in the company's shares to which the agreement relates), and

(b) any interest in the company's shares is in fact acquired by any of the parties in pursuance of the agreement;

and in relation to such an agreement references in this Article and in Articles 213 and 214, to the target company are to the company which is the target company for that agreement in accordance with this paragraph and paragraph (1).

(3) The reference in paragraph (2)(a) to the use of interests in shares in the target company is to the exercise of any rights or of any control or influence arising from those interests (including the right to enter into any agreement for the exercise, or for control of the exercise, of any of those rights by another person).

(4) Once any interest in shares in the target company has been acquired in pursuance of such an agreement as is mentioned in paragraph (1), this Article continues to apply to that agreement irrespective of—

(a) whether or not any further acquisitions of interests in the company's shares take place in pursuance of the agreement, and

(b) any change in the persons who are for the time being parties to it, and

(c) any variation of the agreement,

• so long as the agreement continues to include provisions of any description mentioned in paragraph (2)(a).

• References in this paragraph to the agreement include any agreement having effect (whether directly or indirectly) in substitution for the original agreement.

(5) In this Article and also in references elsewhere in this Part to an agreement to which this Article applies, “agreement” includes any agreement or arrangement; and references in this Article to provisions of an agreement—

(a) accordingly include undertakings, expectations or understandings operative under any arrangement, and

(b) (without prejudice to sub-paragraph (a) also include any provisions, whether express or implied and whether absolute or not.

(6) However, this Article does not apply to an agreement which is not legally binding unless it involves mutuality in the undertakings, expectations or understandings of the parties to it; nor does the Article apply to an agreement to underwrite or sub-underwrite any offer of shares in a company, provided the agreement is confined to that purpose and any matters incidental to it.

Modifications etc. (not altering text)

C1 Art. 212(5) applied (20.5.2006) by Takeovers Directive (Interim Implementation) Regulations 2006 (S.I. 2006/1183), reg. 30, Sch. 2 para. 8(8)

C2 Art. 212(6) applied (20.5.2006) by Takeovers Directive (Interim Implementation) Regulations 2006 (S.I. 2006/1183), reg. 30, Sch. 2 para. 8(8)

F1 Order repealed (prosp.) by Companies Act 2006 (c. 46), ss. 1284(2), 1295, 1300(2), Sch. 16 and the repeal being partly in force, as to which see individual Articles (with savings (with adaptations) by Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 (S.I. 2008/674), arts. 2(3), {4}, Sch. 2) and subject to amendments (6.4.2008) by Companies Act 2006 (Consequential Amendments etc) Order 2008 (S.I. 2008/948), arts. 2(2), 3(1)(b)(2), Sch. 1 paras. 135, 147, 148 {Sch. 2 Note 1} (with arts. 6, 11, 12) and subject to amendments (6.4.2008) by S.R. 2008/133, {regs. 2, 3}