Paragraph 12

United Kingdom

(1)

The securities are offered in connection with a takeover offer.

(2)

“Takeover offer” means—

(a)

an offer to acquire shares in a body incorporated in the United Kingdom which is a takeover offer within the meaning of the takeover provisions (or would be such an offer if those provisions applied in relation to any body corporate);

(b)

an offer to acquire all or substantially all of the shares, or of the shares of a particular class, in a body incorporated outside the United Kingdom; or

(c)

an offer made to all the holders of shares, or of shares of a particular class, in a body corporate to acquire a specified proportion of those shares.

(3)

“The takeover provisions” means—

(a)

Part XIIIA of the M1Companies Act 1985; or

(b)

in relation to Northern Ireland, Part XIVA of the M2Companies (Northern Ireland) Order 1986.

(4)

For the purposes of sub-paragraph (2)(b), any shares which the offeror or any associate of his holds or has contracted to acquire are to be disregarded.

(5)

For the purposes of sub-paragraph (2)(c), the following are not to be regarded as holders of the shares in question—

(a)

the offeror;

(b)

any associate of the offeror; and

(c)

any person whose shares the offeror or any associate of the offeror has contracted to acquire.

(6)

“Associate” has the same meaning as in—

(a)

section 430E of the M3Companies Act 1985; or

(b)

in relation to Northern Ireland, Article 423E of the M4Companies (Northern Ireland) Order 1986.

Annotations

Marginal citations

M1: 1985 c. 6.
M2: S.I. 1986/1032 (N.I. 6).
M3: 1985 c. 6.
M4: S.I. 1986/1032 (N.I. 6).

Notes on Schedule 11

Textual amendments

F1: Sch. 11 repealed (1.7.2005) by The Prospectus Regulations 2005 (S.I. 2005/1433), reg. 2(1), Sch. 1 para. 16