Search Legislation

Companies Act 2006

Status:

This is the original version (as it was originally enacted).

953Failure to comply with rules about bid documentation
This section has no associated Explanatory Notes

(1)This section applies where a takeover bid is made for a company that has securities carrying voting rights admitted to trading on a regulated market in the United Kingdom.

(2)Where an offer document published in respect of the bid does not comply with offer document rules, an offence is committed by—

(a)the person making the bid, and

(b)where the person making the bid is a body of persons, any director, officer or member of that body who caused the document to be published.

(3)A person commits an offence under subsection (2) only if—

(a)he knew that the offer document did not comply, or was reckless as to whether it complied, and

(b)he failed to take all reasonable steps to secure that it did comply.

(4)Where a response document published in respect of the bid does not comply with response document rules, an offence is committed by any director or other officer of the company referred to in subsection (1) who—

(a)knew that the response document did not comply, or was reckless as to whether it complied, and

(b)failed to take all reasonable steps to secure that it did comply.

(5)Where an offence is committed under subsection (2)(b) or (4) by a company or other body corporate (“the relevant body”)—

(a)subsection (2)(b) has effect as if the reference to a director, officer or member of the person making the bid included a reference to a director, officer or member of the relevant body;

(b)subsection (4) has effect as if the reference to a director or other officer of the company referred to in subsection (1) included a reference to a director, officer or member of the relevant body.

(6)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to a fine;

(b)on summary conviction, to a fine not exceeding the statutory maximum.

(7)Nothing in this section affects any power of the Panel in relation to the enforcement of its rules.

(8)Section 1 (meaning of “company”) does not apply for the purposes of this section.

(9)In this section—

  • “designated” means designated in rules;

  • “offer document” means a document required to be published by rules giving effect to Article 6.2 of the Takeovers Directive;

  • “offer document rules” means rules designated as rules that give effect to Article 6.3 of that Directive;

  • “response document” means a document required to be published by rules giving effect to Article 9.5 of that Directive;

  • “response document rules” means rules designated as rules that give effect to the first sentence of Article 9.5 of that Directive;

  • “securities” means shares or debentures;

  • “takeover bid” has the same meaning as in that Directive;

  • “voting rights” means rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances.

Back to top

Options/Help

Print Options

You have chosen to open The Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act as a PDF

The Whole Act you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open The Whole Act without Schedules

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open The Whole Act without Schedules as a PDF

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download.

Would you like to continue?

You have chosen to open the Whole Act

The Whole Act you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open the Whole Act without Schedules

The Whole Act without Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

You have chosen to open Schedules only

The Schedules you have selected contains over 200 provisions and might take some time to download. You may also experience some issues with your browser, such as an alert box that a script is taking a long time to run.

Would you like to continue?

Close

Legislation is available in different versions:

Latest Available (revised):The latest available updated version of the legislation incorporating changes made by subsequent legislation and applied by our editorial team. Changes we have not yet applied to the text, can be found in the ‘Changes to Legislation’ area.

Original (As Enacted or Made):The original version of the legislation as it stood when it was enacted or made. No changes have been applied to the text.

Close

See additional information alongside the content

Show Explanatory Notes for Sections: Displays relevant parts of the explanatory notes interweaved within the legislation content.

Close

Opening Options

Different options to open legislation in order to view more content on screen at once

Close

Explanatory Notes

Text created by the government department responsible for the subject matter of the Act to explain what the Act sets out to achieve and to make the Act accessible to readers who are not legally qualified. Explanatory Notes were introduced in 1999 and accompany all Public Acts except Appropriation, Consolidated Fund, Finance and Consolidation Acts.

Close

More Resources

Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • correction slips
  • links to related legislation and further information resources
Close

More Resources

Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:

  • the original print PDF of the as enacted version that was used for the print copy
  • correction slips

Click 'View More' or select 'More Resources' tab for additional information including:

  • lists of changes made by and/or affecting this legislation item
  • confers power and blanket amendment details
  • all formats of all associated documents
  • links to related legislation and further information resources