(1) The Court may order that the shares subject to restrictions be sold, subjectto the Court’s approval as to the sale. (2) An application for an order under subsection (1) may only be made by thecomp…
(1) If shares are sold in accordance with an order of the Court under section544, the seller shall pay the proceeds of the sale, less the costs of the sale, into court for the benefit of the persons w…
(1) The members of a company may require it to exercise its powers undersection 536. (2) A company shall comply with such a requirement once it has receivedrequests (to the same effect) from members o…
(1) A company that is required under section 546 to exercise its powers torequire a person to provide information about their interests in the company’s share, shall exercise those powers in the manne…
(1) On the conclusion of an investigation carried out by a company in accordance with a requirement made under section 546, the company shall prepare a report of the information obtained as a result o…
(1) If a company fails to comply with a requirement of section 548(1) to (6), the company, and each officer of the company who is in default, commit an offence and on conviction are each liable to a f…
(1) A company that has prepared a report in accordance with section 548 shall ensure that during the company’s ordinary business hours it is available for inspection by any person without charge. (2)…
(1) A company shall keep a register of information that it has obtained as a result of a requirement imposed under section 536. (2) Within three days after receiving any such information, the company…
(1) Except in so far as the regulations otherwise provide, a company shall keep the register required by section 551 available for inspection at the company’s registered office. (2) If a company fails…
(1) A company that is required to keep a register under 551, shall keep the register open during the company’s ordinary business hours for inspection by any person without charge. (2) Any person who r…
(1) A company that receives a request under section 553 shall— (a) comply with the request if it is satisfied that it is made for a proper purpose; and (b) refuse the request if it is not so satisfied…
(1) If a company refuses to allow an inspection required under section 553, or fails to provide a copy required under that section, otherwise than in accordance with an order of the Court, the company…
(1) A person who, in making a request under section 553, makes a statementthat the person knows is, or ought to know is, false or misleading in a material respect commits an offence. (2) A person who,…
(1) A company that is required to keep a register under section 551 shall notdelete an entry in it except in accordance with section 558 and 559. (2) If an entry is deleted in contravention of subsect…
A company may remove an entry from the register kept under section 551 if more than six years have elapsed since the entry was made.
(1) This section applies if, in accordance with an obligation imposed by a noticeunder section 536, a person gives to a company the name and address of another person who holds an interest in shares o…
(1) If a person who is identified in the register kept by a company under section551 as being a party to an agreement to which section 566 applies ceases to be a party to the agreement, the person may…
(1) A company that ceases to be a public company shall nevertheless continueto keep any register kept under section 551 until end of the period of six years after it has ceased to be such a company. (…
(1) This section applies to determine for the purposes of this Part whether a person has an interest in shares. (2) In this Part— (a) a reference to an interest in shares includes an interest of any k…
(1) Section 536 applies in relation to a person who has, or previously had, oris or was entitled to acquire, a right to subscribe for shares of the company as it applies in relation to a person who ho…
(1) For the purposes of this Part, a person is taken to hold an interest in sharesin which— (a) the person's spouse; or (b) any child or step-child of the person who has not reached the age of eightee…
(1) For the purposes of this Part, a person is taken to hold an interest in shares if a body corporate holds an interest in them and— (a) the body or its directors are accustomed to act in accordance…
(1) For the purposes of this Part an interest in shares may arise from an agreement between two or more persons that includes provision for the acquisition by any one or more of them of interests in s…
(1) For the purposes of this Part each party to an agreement to which who is for the time being a party to an agreement to which section 566 applies is taken to have an interest in all shares of the t…
(1) A company may not— (a) include information in respect of which a company is for the time being entitled to any exemption conferred by regulations made for the purpose of section 647 in a report un…
If the period allowed by any provision of this Part for fulfilling an obligation is expressed as a number of days, any day that is not working day is to be disregarded in calculating that period.
(1) A condition contained in debentures, or in a deed for securing debentures,is not invalid only because the debentures are made— (a) irredeemable; or (b) redeemable only— (i) on the happening of a c…
A contract with a company to take up and pay for debentures of the company may be enforced by an order for specific performance.
(1) A company shall register an allotment of debentures as soon as practicable,and in any event within two months, after the date of the allotment. (2) If a company fails to comply with subsection (1)…
(1) A company that allots debentures shall establish and maintain a register of debenture holders. (2) Except in so far as the regulations otherwise provide, a company shall ensure its register of deb…
(1) A company that is required to keep a register of debenture holders shall, except when it is duly closed, ensure that the register is, during ordinary office hours, kept available for inspection— (…
(1) If a company— (a) without reasonable excuse— (i) refuses an inspection requested under section 574(2); (ii) fails to comply with a request made under section 574(3); or (b) contravenes section 574…
(1) A person who makes a request under section 574 (2) knowing that therequest contains information that is false or misleading in a material respect commits an offence. (2) A person who is in possess…
(1) A liability incurred by a company— (a) from the making or deletion of a record in the company's register of debenture holders; or (b) from a failure to make or delete any such record, is not enfor…
(1) A holder of debentures of a company is entitled, on request and on payment of the fee (if any) prescribed by the regulations, to be provided with a copy of any trust deed for securing the debentur…
(1) A provision contained in— (a) a trust deed for securing an issue of debentures; or (b) a contract with the holders of debentures secured by a trust deed, is void to the extent that it would have t…
(1) If a company has redeemed debentures previously issued, then unless— (a) provision to the contrary, express or implied, is contained in the company's articles or in any contract made by the compan…
If a company has deposited any of its debentures to secure advances from time to time, whether on current account or otherwise, the debentures are not to be regarded as having been redeemed only becau…
(1) This section applies if debentures of a company are secured by a chargethat, as created, was a floating charge. (2) If— (a) the holders of debentures secured by a charge on property of the company…
In this Part— "associate" has the meaning given by section 589; "Authority" means the Capital Markets Authority; "the company" means the company whose shares are the subject of a takeover offer; "date…
(1) For the purposes of this Part, an offer to acquire shares in a company is a takeover offer if the two conditions specified in subsections (2) and (3) are satisfied in relation to the offer. (2) Th…
(1) Subject to subsection (2), the reference in section 584 to shares already held by the offeror includes a reference to shares that the offeror has contracted to acquire, whether unconditionally or…
(1) The condition in section 584(2) is treated as satisfied if subsection (2) or (3) applies. (2) This subsection applies if— (a) shares carry an entitlement to a particular dividend that other shares…
(1) For the purposes of this Part, shares are not included in a takeover offer ifthey are shares that the offeror acquired, or unconditionally contracted to acquire during the offer period, but were n…
(1) The fact an offer to acquire shares in a company is not communicated to some of the holders of shares in the company does not prevent the offer from being a takeover offer for purposes of this Par…
(1) For the purpose of this Part, a person is an associate of an offeror if the person is— (a) a nominee of the offeror; (b) a holding company, subsidiary or fellow subsidiary of the offeror or a nomi…
(1) For the purposes of this Part, debentures issued by a company to which subsection (2) applies are treated as shares in the company if they confer voting rights. (2) This subsection applies to a co…
(1) For the purposes of this Part, securities of a company are to be treated asshares in the company if they are convertible into, or entitle the holder to subscribe for, such shares. (2) Subsection (…
(1) The Authority may make rules, called Takeover Rules, for the purposes ofthis Part. (2) The Takeover Rules may—(a) regulate— (i) takeover bids; (ii) merger transactions; and (iii) transactions, not…
(1) The Takeover Rules may— (a) make different provision for different purposes; (b) make provision subject to exceptions or exemptions; (c) contain incidental, supplemental, consequential or transiti…
