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 [1985 c. 6.] Companies Act 1985; or
(b)in relation to Northern Ireland, Part XIVA of the [S.I. 1986/1032 (N.I. 6).] Companies (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 [1985 c. 6.] Companies Act 1985; or
(b)in relation to Northern Ireland, Article 423E of the [S.I. 1986/1032 (N.I. 6).] Companies (Northern Ireland) Order 1986.