Valid from 20/01/2007

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 2 U.K. Impediments to takeovers

Modifications etc. (not altering text)

C2 Pt. 28 Ch. 2 applied (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), reg. 3, Sch. (with reg. 6)

Supplementary U.K.

Valid from 06/04/2007

971 Interpretation of this Chapter U.K.

(1) 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—

  (a)

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

  (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—

  (a)

  an opting-in resolution has effect, and

  (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.

(2) For the purposes of this Chapter—

(a) securities of a company are treated as shares in the company if they are convertible into or entitle the holder to subscribe for such shares;

(b) debentures issued by a company are treated as shares in the company if they carry voting rights.

Modifications etc. (not altering text)

C3 Ss. 966-973 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 14(1) (with transitional provisions and savings in regs. 7, 9, Sch. 2)