PART 3Impediments to Takeovers
CHAPTER 1Interpretation
Interpretation of Part19
1
In this Part—
“company” means—
- a
a company within the meaning of section 735 of the Companies Act 198511;
- b
an unregistered company within the meaning of section 718 of that Act12;
- c
a company within the meaning of Article 3 of the Companies (Northern Ireland) Order 198613; or
- d
an unregistered company within the meaning of Article 667 of that Order14;
- a
“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—
- a
rules in the Code 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;
- a
“opted-in company” means a company in relation to which—
- a
an opting-in resolution has effect; and
- b
the conditions in regulation 20(2) and (4) continue to be met;
- a
“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.