http://www.legislation.gov.uk/ukpga/2006/46/section/979Companies Act 2006 An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.texttext/xmlenStatute Law Database2026-07-24Expert Participation2026-07-16 Part 28Takeovers <Abbreviation Expansion="Et cetera" xml:lang="la">etc</Abbreviation> Chapter 3“Squeeze-out” and “Sell-out”<Emphasis> “Squeeze-out” </Emphasis>Right of offeror to buy out minority shareholder9791Subsection (2) applies in a case where a takeover offer does not relate to shares of different classes.2If the offeror has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire—anot less than 90% in value of the shares to which the offer relates, andbin a case where the shares to which the offer relates are voting shares, not less than 90% of the voting rights carried by those shares,he may give notice to the holder of any shares to which the offer relates which the offeror has not acquired or unconditionally contracted to acquire that he desires to acquire those shares.3Subsection (4) applies in a case where a takeover offer relates to shares of different classes.4If the offeror has, by virtue of acceptances of the offer, acquired or unconditionally contracted to acquire—anot less than 90% in value of the shares of any class to which the offer relates, andbin a case where the shares of that class are voting shares, not less than 90% of the voting rights carried by those shares,he may give notice to the holder of any shares of that class to which the offer relates which the offeror has not acquired or unconditionally contracted to acquire that he desires to acquire those shares.5In the case of a takeover offer which includes among the shares to which it relates—ashares that are allotted after the date of the offer, orbrelevant treasury shares (within the meaning of section 974) that cease to be held as treasury shares after the date of the offer,the offeror's entitlement to give a notice under subsection (2) or (4) on any particular date shall be determined as if the shares to which the offer relates did not include any allotted, or ceasing to be held as treasury shares, on or after that date.6Subsection (7) applies where—athe requirements for the giving of a notice under subsection (2) or (4) are satisfied, andbthere are shares in the company which the offeror, or an associate of his, has contracted to acquire subject to conditions being met, and in relation to which the contract has not become unconditional.7The offeror's entitlement to give a notice under subsection (2) or (4) shall be determined as if—athe shares to which the offer relates included shares falling within paragraph (b) of subsection (6), andbin relation to shares falling within that paragraph, the words “by virtue of acceptances of the offer” in subsection (2) or (4) were omitted.8Where—aa takeover offer is made,bduring the period beginning with the date of the offer and ending when the offer can no longer be accepted, the offeror—iacquires or unconditionally contracts to acquire any of the shares to which the offer relates, butiidoes not do so by virtue of acceptances of the offer, andcsubsection (10) applies,then for the purposes of this section those shares are not excluded by section 977(1) from those to which the offer relates, and the offeror is treated as having acquired or contracted to acquire them by virtue of acceptances of the offer.9Where—aa takeover offer is made,bduring the period beginning with the date of the offer and ending when the offer can no longer be accepted, an associate of the offeror acquires or unconditionally contracts to acquire any of the shares to which the offer relates, andcsubsection (10) applies,then for the purposes of this section those shares are not excluded by section 977(2) from those to which the offer relates.10This subsection applies if—aat the time the shares are acquired or contracted to be acquired as mentioned in subsection (8) or (9) (as the case may be), the value of the consideration for which they are acquired or contracted to be acquired (“the acquisition consideration”) does not exceed the value of the consideration specified in the terms of the offer, orbthose terms are subsequently revised so that when the revision is announced the value of the acquisition consideration, at the time mentioned in paragraph (a), no longer exceeds the value of the consideration specified in those terms.Pt. 28 Ch. 3 applied (6.4.2007) by The Companies Acts (Unregistered Companies) Regulations 2007 (S.I. 2007/318), reg. 3, Sch. (with reg. 6)Ss. 974-991 applied (with modifications) (1.10.2009) by The Unregistered Companies Regulations 2009 (S.I. 2009/2436), regs. 3-5, Sch. 1 para. 14(2) (with transitional provisions and savings in regs. 7, 9, Sch. 2)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. 2Pts. 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))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), 3Pt. 28 modified (10.1.2015) by The Bank Recovery and Resolution (No. 2) Order 2014 (S.I. 2014/3348), arts. 1(2), 219(2)