Take-overs of private companies4

1

In this article and in Schedule 4 to this Order—

a

the expressions “debentures” and “shares”, when used—

i

in relation to a body corporate which is a company within the meaning of the 1985 Act have the same meaning as in that Act;

ii

in relation to a body corporate which is a company within the meaning of the 1986 Order have the same meaning as in that Order; and

iii

in relation to any other body corporate, mean investments falling within paragraph 1 or 2 of Schedule 1 to the Act issued by that body corporate; and

b

“relevant offer” means an offer of the kind described in Part II of Schedule 4 to this Order for shares in or debentures of a body corporate of the kind described in Part III of that Schedule.

2

Section 57 of the Act shall not apply to an investment advertisement if it falls within paragraph (3), (4), or (5) below.

3

An investment advertisement falls within this paragraph if—

a

it is issued in connection with a relevant offer;

b

it fulfils the conditions specified in Part IV of Schedule 4 to this Order; and

c

it contains no invitation or information which would make it an investment advertisement other than—

i

an invitation or information relating to a relevant offer; or

ii

an invitation or information relating to a relevant offer and an invitation or information relating to an offer for investments falling within paragraph 4 or 5 of Schedule 1 to the Act which confer an entitlement or rights with respect to shares or debentures which are the subject of that relevant offer.

4

An investment advertisement falls within this paragraph if—

a

it either accompanies or is issued after the issue of an investment advertisement which contains a relevant offer and which falls within paragraph (3) above; and

b

it contains no invitation or information which would make it an investment advertisement other than an invitation or information relating to investments falling within paragraph 4 or 5 of Schedule 1 to the Act which confer an entitlement or rights with respect to shares or debentures which are the subject of that relevant offer.

5

An investment advertisement falls within this paragraph if it is issued in connection with a relevant offer and is a form of application for shares or debentures or for investments falling within paragraph 4 or 5 of Schedule 1 to the Act.