Companies Act 2006 (c. 46)

Part 28 U.K. Takeovers etc

Modifications etc. (not altering text)

C1 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)

C2 Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))

C3 Pt. 28 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 3

C4 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

Chapter 2 U.K. Impediments to takeovers

Modifications etc. (not altering text)

C5 Pt. 28 Ch. 2 applied (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), reg. 3, Sch. (with reg. 6)

Supplementary U.K.

971 Interpretation of this Chapter U.K.

(1) In this Chapter—

• F1 ...

• [F2 “offeror”, in relation to a takeover bid, means the person making the bid;]

• “offer period”, in relation to a takeover bid, means the time allowed for acceptance of the bid by—

  (a)

  rules under section 943(1) [F3 made in accordance with paragraph 13 of Schedule 1C;]

• “opted-in company” means a company in relation to which—

  (a)

  an opting-in resolution has effect, and

  (b)

  the conditions in section 966(2) and (4) continue to be met;

• “opting-in resolution” has the meaning given by section 966(1);

• “opting-out resolution” has the meaning given by section 966(5);

• [F4 “takeover bid” has the meaning given by paragraph 20(1) of Schedule 1C;]

• F5 ...

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

• “voting shares” means shares carrying voting rights.

(2) For the purposes of this Chapter—

(a) securities of a company are treated as shares in the company if they are convertible into or entitle the holder to subscribe for such shares;

(b) debentures issued by a company are treated as shares in the company if they carry voting rights.

Textual Amendments

F1 Words in s. 971(1) omitted (31.12.2020) by virtue of The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 11(a); 2020 c. 1, Sch. 5 para. 1(1)

F2 Words in s. 971(1) inserted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 11(b); 2020 c. 1, Sch. 5 para. 1(1)

F3 Words in s. 971(1) substituted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 11(d); 2020 c. 1, Sch. 5 para. 1(1)

F4 Words in s. 971(1) inserted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 11(c); 2020 c. 1, Sch. 5 para. 1(1)

F5 Words in s. 971(1) omitted (31.12.2020) by virtue of The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 11(e); 2020 c. 1, Sch. 5 para. 1(1)

Modifications etc. (not altering text)

C6 Ss. 966-973 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 14(1) (with transitional provisions and savings in regs. 7, 9, Sch. 2)