C6C4C5C3Part 28Takeovers etc

Annotations:
Modifications etc. (not altering text)
C4

Pts. 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))

C1Chapter 3“Squeeze-out” and “Sell-out”

Annotations:
Modifications etc. (not altering text)

“Sell-out”

C2985Effect of requirement under section 983

1

Subject to section 986, this section applies where a shareholder exercises his rights under section 983 in respect of any shares held by him.

2

The offeror is entitled and bound to acquire those shares on the terms of the offer or on such other terms as may be agreed.

3

Where the terms of an offer are such as to give the shareholder a choice of consideration—

a

the shareholder may indicate his choice when requiring the offeror to acquire the shares, and

b

the notice given to the shareholder under section 984(3)—

i

must give particulars of the choice and of the rights conferred by this subsection, and

ii

may state which consideration specified in the offer will apply if he does not indicate a choice.

The reference in subsection (2) to the terms of the offer is to be read accordingly.

4

Subsection (3) applies whether or not any time-limit or other conditions applicable to the choice under the terms of the offer can still be complied with.

5

If the consideration offered to or (as the case may be) chosen by the shareholder—

a

is not cash and the offeror is no longer able to provide it, or

b

was to have been provided by a third party who is no longer bound or able to provide it,

the consideration is to be taken to consist of an amount of cash, payable by the offeror, which at the date when the shareholder requires the offeror to acquire the shares is equivalent to the consideration offered or (as the case may be) chosen.