The Takeovers Directive (Interim Implementation) Regulations 2006

Interpretation of Part

19.—(1) In this Part—

“company” means—

(a)

a company within the meaning of section 735 of the Companies Act 1985(1);

(b)

an unregistered company within the meaning of section 718 of that Act(2);

(c)

a company within the meaning of Article 3 of the Companies (Northern Ireland) Order 1986(3); or

(d)

an unregistered company within the meaning of Article 667 of that Order(4);

“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;

“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;

“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.

(1)

1985 c. 6.

(2)

Section 718 was amended by regulation 75 of, and by paragraph 9 of Schedule 8 to, S.I. 1996/2827.

(3)

S.I. 1986/1032 (N.I. 6).

(4)

Article 667 was amended by regulation 75 of, and by paragraph 8 of Schedule 8 to, S.R. 1997/251.