http://www.legislation.gov.uk/id/nisi/1986/1032

PART XIVATAKEOVER OFFERS

Right of oﬀeror to buy out minority shareholders422

1

If, in a case in which a takeover oﬀer does not relate to shares of diﬀerent classes, the oﬀeror has by virtue of acceptances of the oﬀer acquired or contracted to acquire not less than nine‐tenths in value of the shares to which the oﬀer relates he may give notice to the holder of any shares to which the oﬀer relates which the oﬀeror has not acquired or contracted to acquire that he desires to acquire those shares.

2

If, in a case in which a takeover oﬀer relates to shares of diﬀerent classes, the oﬀeror has by virtue of acceptances of the oﬀer acquired or contracted to acquire not less than nine‐tenths in value of the shares of any class to which the oﬀer relates, he may give notice to the holder of any shares of that class which the oﬀeror has not acquired or contracted to acquire that he desires to acquire those shares.

3

No notice shall be given under paragraph (1) or (2) unless the oﬀeror has acquired or contracted to acquire the shares necessary to satisfy the minimum speciﬁed in that paragraph within 4 months from the date of the oﬀer; and no such notice shall be given after the expiration of 2 months from the date on which he has acquired or contracted to acquire shares which satisfy that minimum.

4

Any notice under this Article shall be given in the prescribed manner; and when the oﬀeror gives the ﬁrst notice in relation to an oﬀer he shall send a copy of it to the company together with 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 Order) the statutory declaration shall be signed by a director.

6

Any person who fails to send a copy of a notice or a statutory declaration as required by paragraph (4) or makes such a declaration for the purposes of that paragraph knowing it to be false or without having reasonable grounds for believing it to be true shall be liable to imprisonment or a ﬁne, or both, and for continued failure to send the copy or declaration, to a daily default ﬁne.

7

If any person is charged with an oﬀence for failing to send a copy of a notice as required by paragraph (4) it is a defence for him to prove that he took reasonable steps for securing compliance with that paragraph.

8

Where during the period within which a takeover oﬀer can be accepted the oﬀeror acquires or contracts to acquire any of the shares to which the oﬀer relates but otherwise than by virtue of acceptances of the oﬀer, then, if—

a

the value of the consideration for which they are acquired or contracted to be acquired ( “the acquisition consideration”) does not at that time exceed the value of the consideration speciﬁed in the terms of the oﬀer; or

b

those terms are subsequently revised so that when the revision is announced the value of the acquisition consideration, at the time mentioned in sub‐paragraph (a), no longer exceeds the value of the consideration speciﬁed in those terms,

the oﬀeror shall be treated for the purposes of this Article as having acquired or contracted to acquire those shares by virtue of acceptances of the oﬀer; but in any other case those shares shall be treated as excluded from those to which the oﬀer relates.