Part 28U.K.Takeovers etc

Modifications etc. (not altering text)

C2Pts. 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))

Chapter 3U.K.“Squeeze-out” and “Sell-out”

Modifications etc. (not altering text)

“Squeeze-out” U.K.

980Further provision about notices given under section 979U.K.

(1)A notice under section 979 must be given in the prescribed manner.

(2)No notice may be given under section 979(2) or (4) after the end of—

(a)the period of three months beginning with the day after the last day on which the offer can be accepted, or

(b)the period of six months beginning with the date of the offer, where that period ends earlier and the offer is one to which subsection (3) below applies.

(3)This subsection applies to an offer if the time allowed for acceptance of the offer is not governed by rules under section 943(1) [F1made in accordance with paragraph 13 or 14 of Schedule 1C].

(4)At the time when the offeror first gives a notice under section 979 in relation to an offer, he must send to the company—

(a)a copy of the notice, and

(b)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 Act) the statutory declaration must be signed by a director.

(6)A person commits an offence if—

(a)he fails to send a copy of a notice or a statutory declaration as required by subsection (4), or

(b)he makes such a declaration for the purposes of that subsection knowing it to be false or without having reasonable grounds for believing it to be true.

(7)It is a defence for a person charged with an offence for failing to send a copy of a notice as required by subsection (4) to prove that he took reasonable steps for securing compliance with that subsection.

(8)A person guilty of an offence under this section is liable—

(a)on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b)on summary conviction—

(i)in England and Wales, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding [F2one-fiftieth of the statutory maximum][F2one-fiftieth of the greater of £5,000 or the amount corresponding to level 4 on the standard scale for summary offences];

(ii)in Scotland or Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both) and, for continued contravention, a daily default fine not exceeding one-fiftieth of the statutory maximum.

Textual Amendments

Modifications etc. (not altering text)

C6Ss. 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)

Commencement Information

I1S. 980 wholly in force at 6.4.2007; s. 980 not in force at Royal Assent, see s. 1300; s. 980 in force for specified purposes at 20.1.2007 by S.I. 2006/3428, art. 3(3) (subject to art. 5, Sch. 1 and with arts. 6, 8, Sch. 5); s. 980 in force at 6.4.2007 by S.I. 2007/1093, art. 2(1)(b) (with art. 11(1))