- Latest available (Revised)
- Original (As made)
This is the original version (as it was originally made). This item of legislation is currently only available in its original format.
23.—(1) Where a takeover bid is made for an opted-in company, section 368 of the Companies Act 1985(1) (extraordinary general meeting on members' requisition) and section 378 of that Act(2) (extraordinary and special resolutions) have effect as follows.
(2) Section 368 has effect as if a member’s requisition included a requisition of a person who—
(a)is the offeror in relation to the takeover bid; and
(b)holds at the date of the deposit of the requisition shares amounting to not less than 75% in value of all the voting shares in the company.
(3) In relation to a general meeting of the company that—
(a)is the first such meeting to be held after the end of the offer period, and
(b)is held at a time when the offeror holds shares amounting to not less than 75% in value of all the voting shares in the company,
section 378(2) (meaning of “special resolution”) has effect as if “14 days' notice” were substituted for “21 days' notice”.
(4) A reference in this regulation to voting shares in the company does not include—
(a)debentures; or
(b)shares carrying rights to vote that, under the company’s articles of association, arise only where specified pecuniary advantages are not provided.
In sub-paragraph (b) “rights to vote” means rights to vote at general meetings of the company.
(5) In its application to Northern Ireland, references in this regulation to sections 368 and 378 of the Companies Act 1985 are to be read, respectively, as references to Articles 376(3) and 386(4) of the Companies (Northern Ireland) Order 1986.
Section 368 was amended by section 145 of, and by paragraph 9 of Schedule 19 to, the Companies Act 1989 (c. 40), and by regulation 4 of, and by paragraph 19 of the Schedule to, S.I. 2003/1116.
Section 378 was amended by section 115(3) of the Companies Act 1989 (c. 40) and by regulation 4 of, and by paragraph 24 of the Schedule to, S.I. 2003/1116.
Article 376 was amended by Article 78 of, and by paragraph 9 of Schedule 5 to, S.I. 1990/1504 (N.I. 10) and by paragraph 20 of the Schedule to S.R. 2004/275.
Article 386 was amended by Article 50 of, and by paragraph 25 of Schedule 5 to, S.I. 1990/1504 (N.I. 10) and by paragraph 20 of the Schedule to S.R. 2004/275.
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.
Explanatory Memorandum sets out a brief statement of the purpose of a Statutory Instrument and provides information about its policy objective and policy implications. They aim to make the Statutory Instrument accessible to readers who are not legally qualified and accompany any Statutory Instrument or Draft Statutory Instrument laid before Parliament from June 2004 onwards.
Access essential accompanying documents and information for this legislation item from this tab. Dependent on the legislation item being viewed this may include:
Use this menu to access essential accompanying documents and information for this legislation item. Dependent on the legislation item being viewed this may include:
Click 'View More' or select 'More Resources' tab for additional information including: