These Regulations come into force on the day after which they are made and extend to the whole of the United Kingdom, reflecting the extent of the Companies Act 2006 (c.46) (“the Act”).

Where a term is not defined, it has the meaning given in the Act.

Regulation 3 amends section 641 of the Act to prohibit a company from reducing its share capital as part of a scheme of arrangement where the purpose of the scheme is to acquire all the shares of the company, except where the acquisition amounts to a restructuring that inserts a new holding company into the group structure.

Regulation 2 makes transitional provision to ensure that the prohibition does not affect takeovers where an announcement concerning a firm intention to make an offer has been made before the Regulations come into force, or the terms of the offer have been agreed in the case of a company that is not subject to the rules.

An Information and Impact Note has been produced for this instrument. This Note is available from the Business Environment Directorate, Department for Business, Innovation and Skills, 1 Victoria Street, London SW1H 0ET or from www.gov.uk/bis and is annexed to the Explanatory Memorandum which is available alongside the instrument at www.legislation.gov.uk .