A company may by special resolution (an “opting-in resolution”) opt in for the purposes of this Chapter if the following three conditions are met in relation to the company.

The first condition is that the company has voting shares admitted to trading on a regulated market.

A company may revoke an opting-in resolution by a further special resolution (an “opting-out resolution”).

For the purposes of subsection (3), a reference in Article 11 of the Takeovers Directive to Article 7.1 or 9 of that Directive is to be read as referring to rules under section 943(1) giving effect to the relevant Article.

The Secretary of State may by order subject to negative resolution procedure provide that subsection (4) applies in relation to a specified person or body that exercises functions of a public nature as it applies in relation to a minister.

An opting-in resolution or an opting-out resolution must specify the date from which it is to have effect (the “effective date”).

The effective date of an opting-in resolution may not be earlier than the date on which the resolution is passed.

The second and third conditions in section 966 must be met at the time when an opting-in resolution is passed, but the first one does not need to be met until the effective date.

An opting-in resolution passed before the time when voting shares of the company are admitted to trading on a regulated market complies with the requirement in subsection (1) if, instead of specifying a particular date, it provides for the resolution to have effect from that time.

An opting-in resolution passed before the commencement of this section complies with the requirement in subsection (1) if, instead of specifying a particular date, it provides for the resolution to have effect from that commencement.

The effective date of an opting-out resolution may not be earlier than the first anniversary of the date on which a copy of the opting-in resolution was forwarded to the registrar.

Where a company has passed an opting-in resolution, any alteration of its articles of association that would prevent the second condition in section 966 from being met is of no effect until the effective date of an opting-out resolution passed by the company.

The following provisions have effect where a takeover bid is made for an opted-in company.

The reference in subsection (2)(c) to rights to vote at a general meeting of the company that decides whether to take any action which might result in the frustration of the bid includes a reference to rights to vote on a written resolution concerned with that question.

For the purposes of subsection (2)(c), action which might result in the frustration of a bid is any action of that kind specified in rules under section 943(1) giving effect to Article 9 of the Takeovers Directive.

If a person suffers loss as a result of any act or omission that would (but for this section) be a breach of an agreement to which this section applies, he is entitled to compensation, of such amount as the court considers just and equitable, from any person who would (but for this section) be liable to him for committing or inducing the breach.

In subsection (6) “the court” means the High Court or, in Scotland, the Court of Session.

Where a takeover bid is made for an opted-in company, the offeror may by making a request to the directors of the company require them to call a general meeting of the company if, at the date at which the request is made, he holds shares amounting to not less than 75% in value of all the voting shares in the company.

Sections 303 to 305 (members' power to require general meetings to be called) apply as they would do if subsection (1) above were substituted for subsections (1) to (3) of section 303, and with any other necessary modifications.

Notification must be given within 15 days after the resolution is passed and, if any admission or request such as is mentioned in subsection (1)(b) occurs at a later time, within 15 days after that time.

A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale.

In this Chapter—

• “offeror” and “takeover bid” have the same meaning as in the Takeovers Directive;

• “offer period”, in relation to a takeover bid, means the time allowed for acceptance of the bid by—

  1. a

     rules under section 943(1) giving effect to Article 7.1 of the Takeovers Directive, or

  2. b

     where the rules giving effect to that Article which apply to the bid are those of an EEA State other than the United Kingdom, those rules;

• “opted-in company” means a company in relation to which—

  1. a

     an opting-in resolution has effect, and

  2. b

     the conditions in section 966(2) and (4) continue to be met;

• “opting-in resolution” has the meaning given by section 966(1);

• “opting-out resolution” has the meaning given by section 966(5);

• “the Takeovers Directive” means Directive 2004/25/EC of the European Parliament and of the Council;

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

• “voting shares” means shares carrying voting rights.

Where a takeover bid is made for an opted-in company, section 368 of the Companies Act 1985 (c. 6) (extraordinary general meeting on members' requisition) and section 378 of that Act (extraordinary and special resolutions) have effect as follows until their repeal by this Act.