The Takeovers Directive (Interim Implementation) Regulations 2006

Matters to be dealt with in directors' report

26.—(1) In addition to the matters required by section 234ZZA of the Companies Act 1985(1) (or in the case of Northern Ireland, Article 242ZZA of the Companies (Northern Ireland) Order 1986(2)) to be contained in the directors' report, that report shall contain detailed information, by reference to the end of that year, on the following matters—

(a) the structure of the company’s capital, including in particular—

(i) the rights and obligations attaching to the shares or, as the case may be, to each class of shares in the company; and

(ii) where there are two or more such classes, the percentage of the total share capital represented by each class;

(b) any restrictions on the transfer of securities in the company, including in particular—

(i) limitations on the holding of securities; and

(ii) requirements to obtain the approval of the company, or of other holders of securities in the company, for a transfer of securities;

(c) in the case of each person with a significant direct or indirect holding of securities in the company, such details as are known to the company of—

(i) the identity of the person;

(ii) the size of the holding; and

(iii) the nature of the holding;

(d) in the case of each person who holds securities carrying special rights with regard to control of the company—

(i) the identity of the person; and

(ii) the nature of the rights;

(e) where—

(i) the company has an employees' share scheme, and

(ii) shares to which the scheme relates have rights with regard to control of the company that are not exercisable directly by the employees,

how those rights are exercisable;

(f) any restrictions on voting rights, including in particular—

(i) limitations on voting rights of holders of a given percentage or number of votes;

(ii) deadlines for exercising voting rights; and

(iii) arrangements by which, with the company’s co-operation, financial rights carried by securities are held by a person other than the holder of the securities;

(g) any agreements between holders of securities that are known to the company and may result in restrictions on the transfer of securities or on voting rights;

(h) any rules that the company has about—

(i) appointment and replacement of directors; or

(ii) amendment of the company’s articles of association;

(i) the powers of the company’s directors, including in particular any powers in relation to the issuing or buying back by the company of its shares;

(j) any significant agreements to which the company is a party that take effect, alter or terminate upon a change of control of the company following a takeover bid, and the effects of any such agreements;

(k) any agreements between the company and its directors or employees providing for compensation for loss of office or employment (whether through resignation, purported redundancy or otherwise) that occurs because of a takeover bid.

(2) For the purposes of paragraph (1)(a) a company’s capital includes any securities in the company that are not admitted to trading on a regulated market.

(3) For the purposes of paragraph (1)(c) a person has an indirect holding of securities if—

(a) they are held on his behalf; or

(b) he is able to secure that rights carried by the securities are exercised in accordance with his wishes.

(4) Paragraph (1)(j) does not apply to an agreement if—

(a) disclosure of the agreement would be seriously prejudicial to the company; and

(b) the company is not under any other obligation to disclose it.

(5) The directors' report shall also contain any necessary explanatory material with regard to information that is required to be included in the report by paragraph (1).

(6) In this regulation “securities” means shares or debentures.

(1)

Section 234ZZA was substituted by regulation 2 of S.I. 2005/1011.

(2)

Article 242ZZA was substituted by regulation 2 of S.R.2005/61.