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| | Page 444, line 13 [Clause 943], leave out ‘This subsection applies where’ and |
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| | insert ‘The following circumstances shall be disregarded in determining whether the |
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| | condition in section 941(3) is satisfied’. |
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| | Page 444, line 34 [Clause 944], at end insert ‘unless subsection (4) applies, in |
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| | which case the offeror is also treated for the purposes of this section and section 946 as |
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| | having acquired or contracted to acquire those shares by virtue of acceptances of the |
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| | Page 444, line 35 [Clause 944], at beginning insert ‘Subject to subsection (3)’. |
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| | Page 444 [Clause 944], leave out line 41 and insert— |
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| | | ‘(3) | Where a takeover offer is made and, during the period beginning with the date of |
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| | | the offer and ending when the offer can no longer be accepted, an associate of the |
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| | | offeror acquires or unconditionally contracts to acquire any of the shares to which |
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| | | the offer relates, then, if subsection (4) applies, those shares are treated for the |
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| | | purposes of section 946 as shares to which the offer relates. |
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| | | (4) | This subsection applies if— |
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| | | (a) | at the time the shares are acquired or contracted to be acquired as |
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| | | mentioned in subsection (1) or (3) (as the case may be), the value of the |
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| | | consideration for which they are acquired or contracted to be acquired |
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| | | (“the acquisition consideration”) does not exceed the value of the |
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| | | consideration specified in the terms of the offer, or |
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| | | (b) | those terms are subsequently revised so that when the revision is |
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| | | announced the value of the acquisition consideration, at the time |
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| | | mentioned in paragraph (a), no longer exceeds the value of the |
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| | | consideration specified in those terms.’. |
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| | Page 446, line 9 [Clause 946], at end insert ‘on which the offeror becomes entitled |
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| | Page 446, line 22 [Clause 946], leave out subsections (8) and (9) and insert— |
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| | | (a) | a takeover offer is made, |
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| | | (b) | during the period beginning with the date of the offer and ending when |
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| | | the offer can no longer be accepted, the offeror— |
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| | | (i) | acquires or unconditionally contracts to acquire any of the shares |
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| | | to which the offer relates, but |
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| | | (ii) | does not do so by virtue of acceptances of the offer, |
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| | | |
| | | (c) | subsection (10) applies, |
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| | | | then for the purposes of this section those shares are not excluded by section |
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| | | 944(1) from those to which the offer relates, and the offeror is treated as having |
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| | | acquired or contracted to acquire them by virtue of acceptances of the offer. |
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| | | |
| | | (a) | a takeover offer is made, |
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| | | (b) | during the period beginning with the date of the offer and ending when |
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| | | the offer can no longer be accepted, an associate of the offeror acquires |
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| | | or unconditionally contracts to acquire any of the shares to which the |
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| | | (c) | subsection (10) applies, |
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| | | | then for the purposes of this section those shares are not excluded by section |
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| | | 944(2) from those to which the offer relates.’. |
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| | Page 446, line 47 [Clause 947], at beginning insert ‘If the time allowed for |
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| | acceptance of the offer is governed by rules,’. |
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| | Page 447, line 6 [Clause 947], leave out subsection (3) and insert— |
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| | | ‘(3) | If the time allowed for acceptance of offer is not governed by the rules made |
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| | | under section 910 no notice may be given under section 946(2) or (4) after the end |
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| | | of the period of three months beginning with the day after the last day on which |
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| | | the offer can be accepted or the period of six months beginning with the date of |
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| | | the offer, where that period ends earlier.’. |
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| | Page 448, line 40 [Clause 948], leave out ‘receipt’ and insert ‘respect’. |
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| | Page 455, line 33 [Clause 955], leave out first ‘the’ and insert ‘a’. |
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| | Page 456, line 28 [Clause 958], after ‘means’, insert ‘(subject to section 941(7))’. |
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| | Page 456, line 32 [Clause 958], at end insert— |
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| | | ‘and references to the date of the offer are to be read in accordance with |
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| | | section 941(7) (revision of offer terms) where that applies;’. |
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| | Page 456, line 42 [Clause 958], at end insert ‘or waived’. |
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| | Page 461, line 21 [Clause 963], at end insert— |
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| | | ‘(f) | make provision for entrenchment as referred to under section 22. |
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| | | (3) | The court’s order must be embodied in or annexed to every copy of the |
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| | | company’s articles issued by the company.’. |
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| | Page 461, line 30 [Clause 965], leave out ‘articles’ and substitute ‘constitution’. |
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| | Page 461, line 32 [Clause 965], leave out ‘in its articles’ and substitute ‘to its |
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| | Page 464, line 19 [Clause 970], after ‘name’, insert ‘(the re-registration of a public |
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| | company as a private company or vice versa does not amount to a change of name for the |
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| | purposes of this section)’. |
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| | Page 466, line 33 [Clause 972], leave out subsections (6) and (7). |
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| | Page 467, line 33 [Clause 973], leave out subsections (6) and (7). |
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| | Page 469, line 26 [Clause 975], leave out subsection (4) and insert— |
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| | | ‘( ) | The excepted activities referred to in subsection (1)(a)(iv) are— |
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| | | (a) | any activity necessary or expedient for the purposes of— |
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| | | (i) | making, or proceeding with, an application under section 969 |
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| | | (application for voluntary striking off), |
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| | | (ii) | concluding affairs of the company that are outstanding because |
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| | | of what has been necessary or expedient for the purpose of |
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| | | making, or proceeding with, such an application, or |
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| | | (iii) | complying with any statutory requirement; |
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| | | (b) | any activity specified by the Secretary of State by order for the purposes |
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| | | | An order under paragraph (b) is subject to negative resolution procedure.’. |
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| | Page 469 [Clause 975], leave out lines 27 to 38 and insert— |
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| | | ‘(a) | any activity necessary or expedient for the purposes of— |
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| | | (i) | making, or proceeding with, application under section 969 |
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| | | (application for voluntary striking off), or |
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| | | (ii) | concluding the affairs of the company that are outstanding |
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| | | because of what has been necessary or expedient for that |
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| | | (iii) | complying with any statutory requirement; and |
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| | | (b) | any activity specified by the Secretary of State by order for the purposes |
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| | | | An order under paragraph (b) is subject to negative resolution procedure.’. |
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| | Page 469, line 46 [Clause 975], leave out subsection (7). |
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| | Page 470, line 28 [Clause 979], leave out ‘or other act evincing that intention’. |
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| | Page 471, line 26 [Clause 981], leave out ‘determine’ and insert ‘terminate’. |
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| | Page 471, line 36 [Clause 982], leave out ‘below’. |
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| | Page 471, line 42 [Clause 982], leave out ‘984’ and insert ‘983’. |
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| | Page 473, line 8 [Clause 985], after ‘disclaimer’, insert ‘,’. |
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| | Page 473, line 8 [Clause 985], after ‘land’ insert ‘that is subject to a rentcharge’. |
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| | Page 473, line 8 [Clause 985], leave out ‘vests in any person’ and insert ‘that is |
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| | subject to a rentcharge vests’. |
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| | Page 473, line 26 [Clause 987], leave out ‘fit’ and insert ‘just’. |
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| | Page 473, line 35 [Clause 988], after ‘lease’ insert ‘the court must not make a |
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| | Page 473, line 40 [Clause 988], leave out from beginning to ‘except’. |
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| | Page 474, line 3 [Clause 988], after ‘fit,’, insert ‘only’. |
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