SCHEDULES
F1SCHEDULE 11
Takeovers
12
1
The securities are offered in connection with a takeover offer.
2
“Takeover offer” means—
a
an offer to acquire shares in a body incorporated in the United Kingdom which is a takeover offer within the meaning of the takeover provisions (or would be such an offer if those provisions applied in relation to any body corporate);
b
an offer to acquire all or substantially all of the shares, or of the shares of a particular class, in a body incorporated outside the United Kingdom; or
c
an offer made to all the holders of shares, or of shares of a particular class, in a body corporate to acquire a specified proportion of those shares.
3
“The takeover provisions” means—
a
Part XIIIA of the M1Companies Act 1985; or
b
in relation to Northern Ireland, Part XIVA of the M2Companies (Northern Ireland) Order 1986.
4
For the purposes of sub-paragraph (2)(b), any shares which the offeror or any associate of his holds or has contracted to acquire are to be disregarded.
5
For the purposes of sub-paragraph (2)(c), the following are not to be regarded as holders of the shares in question—
a
the offeror;
b
any associate of the offeror; and
c
any person whose shares the offeror or any associate of the offeror has contracted to acquire.
6
“Associate” has the same meaning as in—
a
section 430E of the M3Companies Act 1985; or
b
in relation to Northern Ireland, Article 423E of the M4Companies (Northern Ireland) Order 1986.
Sch. 11 repealed (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 16