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PART 5Squeeze-out and sell-out

Takeover offers

29.  This Part applies to any takeover offer where the date of the offer as defined in paragraph 11 of Schedule 2 is on or after 20 May 2006.

30.  Where a takeover offer is made for a company that has securities carrying voting rights admitted to trading on a regulated market, Part 13A of the Companies Act 1985(1) (or in the case of Northern Ireland, Part 14A of the Companies (Northern Ireland) Order 1986(2)) shall not apply and Schedule 2 to these Regulations shall apply.

31.  In this Part “company” means—

(a)a company within the meaning of section 735 of the Companies Act 1985 (3);

(b)an unregistered company within the meaning of section 718 of that Act(4);

(c)a company within the meaning of Article 3 of the Companies (Northern Ireland) Order 1986(5); or

(d)an unregistered company within the meaning of Article 667 of that Order(6).

32.  Except as otherwise provided expressions that are defined for the purposes of Part 13A of the Companies Act 1985 (or in the case of Northern Ireland, Part 14A of the Companies (Northern Ireland) Order 1986) have the same meaning in this Part.

(1)

Part 13A was inserted by section 172 of, and by Schedule 12 to, the Financial Services Act 1986 (c. 60).

(2)

Part 14A was inserted by Article 26 of S.I. 1989/2404 (N.I.18).

(4)

Section 718 was amended by regulation 75 of, and paragraph 9 of Schedule 8 to, S.I. 1996/2827.

(6)

Article 667 was amended by S.R. 2004/335.