C4C3Part 28Takeovers etc
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
C2Chapter 3“Squeeze-out” and “Sell-out”
Pt. 28 Ch. 3 applied (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), reg. 3, Sch. (with reg. 6)
“Squeeze-out”
I1C1980Further provision about notices given under section 979
1
A notice under section 979 must be given in the prescribed manner.
2
No notice may be given under section 979(2) or (4) after the end of—
a
the period of three months beginning with the day after the last day on which the offer can be accepted, or
b
the period of six months beginning with the date of the offer, where that period ends earlier and the offer is one to which subsection (3) below applies.
3
This subsection applies to an offer if the time allowed for acceptance of the offer is not governed by rules under section 943(1) that give effect to Article 7 of the Takeovers Directive.
In this subsection “the Takeovers Directive” has the same meaning as in section 943.
4
At the time when the offeror first gives a notice under section 979 in relation to an offer, he must send to the company—
a
a copy of the notice, and
b
a statutory declaration by him in the prescribed form, stating that the conditions for the giving of the notice are satisfied.
5
Where the offeror is a company (whether or not a company within the meaning of this Act) the statutory declaration must be signed by a director.
6
A person commits an offence if—
a
he fails to send a copy of a notice or a statutory declaration as required by subsection (4), or
b
he makes such a declaration for the purposes of that subsection knowing it to be false or without having reasonable grounds for believing it to be true.
7
It is a defence for a person charged with an offence for failing to send a copy of a notice as required by subsection (4) to prove that he took reasonable steps for securing compliance with that subsection.
8
A person guilty of an offence under this section is liable—
a
on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);
b
on summary conviction—
i
in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding F1one-fiftieth of the statutory maximumF1one-fiftieth of the greater of £5,000 or the amount corresponding to level 4 on the standard scale for summary offences;
ii
in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum.
Pt. 28 modified (10.1.2015) by The Bank Recovery and Resolution (No. 2) Order 2014 (S.I. 2014/3348), arts. 1(2), 219(2)