PART 3Impediments to Takeovers

CHAPTER 1Interpretation

Interpretation of Part19

1

In this Part—

  • “company” means—

    1. a

      a company within the meaning of section 735 of the Companies Act 198511;

    2. b

      an unregistered company within the meaning of section 718 of that Act12;

    3. c

      a company within the meaning of Article 3 of the Companies (Northern Ireland) Order 198613; or

    4. d

      an unregistered company within the meaning of Article 667 of that Order14;

  • “daily default fine” has the meaning in section 730(4) of the Companies Act 1985 (or in the case of Northern Ireland, Article 678(4) of the Companies (Northern Ireland) Order 1986;

  • “offeror” has 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 in the Code 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 regulation 20(2) and (4) continue to be met;

  • “opting-in resolution” has the meaning given by regulation 20(1);

  • “opting-out resolution” has the meaning given by regulation 20(5);

  • “registrar” has the meaning in section 744 of the Companies Act 1985 (or in the case of Northern Ireland in Article 653(2) of the Companies (Northern Ireland) Order 1986).

2

For the purposes of this Part—

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.