The Companies (Acquisition of Own Shares) (Treasury Shares) No. 2 Regulations 2003

Amendment of section 428

5.  For section 428(2) of the 1985 Act (takeover offers)(1) substitute—

“(2) In subsection (1) “shares” means shares (other than relevant treasury shares) which have been allotted on the date of the offer, but a takeover offer may include among the shares to which it relates—

(a) all or any shares that are allotted after the date of the offer but before a specified date;

(b) all or any relevant treasury shares that cease to be held as treasury shares before a specified date;

(c) all or any other relevant treasury shares.

(2A) In this section—

“relevant treasury shares” means shares which—

(a)

are held by the company as treasury shares on the date of the offer; or

(b)

become shares held by the company as treasury shares after that date but before a specified date;

“specified date” means a date specified in or determined in accordance with the terms of the offer.”.

(1)

Section 428 was substituted by section 172 of, and Schedule 12 to, the Financial Services Act 1986 (c. 60).