Provisions
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(1) Subject to section 618, this section applies if the offeror gives a shareholder a notice under section 611. (2) The offeror is not only entitled but is bound to acquire the shares to which the notice relates on the terms specified in the offer. (3) If the terms of an offer are such as to give th…
(1) If an offeror pays or transfers consideration to the company under section613(6), the company shall pay into a separate bank account that complies with subsection (2)— (a) any money it receives under section 613(6)(b); and (b) any dividend or other amount accruing from any other consideration it…
(1) Subsections (3) and(4) apply if a takeover offer relates to all the shares in a company. (2) For the purposes of subsection (1), a takeover offer relates to all the shares in a company if it is an offer to acquire all the shares in the company. (3) The holder of voting shares to which the offer…
(1) Rights conferred on a shareholder by section 615(3), (4) or (5) are exercisable only by a written communication addressed to the offeror. (2) Rights conferred on a shareholder by section 615(3), (4) or (5) are not exercisable after the end of the period of three months from— (a) the end of the o…
(1) Subject to section 618, this section applies to shares in respect of which a shareholder has exercised the rights conferred by section 615. (2) The offeror is not only entitled but also bound to acquire shares to which this section applies on the terms of the offer or on such other terms as may…
(1) If a notice is given under section 611 to a shareholder the Court may, on an application made by the shareholder, order— (a) that the offeror is not entitled and bound to acquire the shares to which the notice relates; or (b) that the terms on which the offeror is entitled and bound to acquire t…
(1) If a takeover offer is made by two or more persons jointly, the conditions for the exercise of the rights conferred by section 611 are satisfied— (a) in the case of an acquisition of shares made as a result of acceptances of the offer—by the joint offerors acquiring, or unconditionally contracti…
(1) In this Part— “annual financial statement” in relation to a company, means the company's individual financial statement for a financial year, and includes any group financial statement prepared by the company for that year. (2) In the case of an unquoted company, its annual financial statement a…
Information required by this Part to be given in notes to a company’s annual financial statement can be contained in the statement or in a separate document annexed to it.
(1) The requirements of this Part relating to the financial statement of acompany apply to each financial year of the company. (2) In certain respects, different provisions apply to different kinds of company. (3) The main distinctions for this purpose are— (a) between companies subject to the small…
The small companies regime for financial statements applies to a company for a financial year in relation to which the company— (a) qualifies as small; and (b) is not excluded from the regime.
(1) A company qualifies as small in relation to its first financial year if the qualifying conditions are satisfied in that year. (2) A company qualifies as small in relation to a subsequent financial year if the qualifying conditions— (a) are satisfied in that year and the preceding financial year;…
(1) A parent company qualifies as a small company in relation to a financial year only if the group of companies headed by it qualifies as a small group. (2) A group qualifies as a small group in relation to the parent company's first financial year if the qualifying conditions are satisfied in that…
(1) The small companies regime does not apply to a company that is, or wasat any time within the financial year to which the financial statement relates— (a) a public company; or (b) a member of an ineligible group. (2) A group is ineligible if any of its members is— (a) a public company; (b) a body…
For the purposes of this Part, a company is a quoted company in relation to a financial year if it was a quoted company immediately before the end of the accounting reference period by reference to which that financial year was determined.
(1) Every company shall keep proper accounting records. (2) For purposes of subsection (1), accounting records are proper only if they—(a) show and explain the transactions of the company; (b) disclose with reasonable accuracy, up to the end of the previous three month trading period, the financial…
(1) If a company fails to comply with a provision of section 628, the company,and each officer of the company who is in default, commit an offence. (2) A person who is found guilty of an offence under subsection (1) is, liableon conviction— (a) in the case of a body corporate, to a fine not exceedin…
(1) Except in so far as the regulations otherwise provide, a company shall—(a) keep its accounting records at its registered office; and (b) ensure that the records are at all times open to inspection by the officers of the company. (2) A company shall preserve its accounting records for not less th…
(1) If a company fails to comply with a provision of section 630(1), the company,and each officer of the company who is in default, commit an offence. (2) An officer of a company who— (a) fails to take all reasonable steps to ensure that the company complies with section 630(2); or (b) intentionally…
(1) A financial year of a company is determined in accordance with this section. (2) A company’s first financial year— (a) begins with the first day of its first accounting reference period; and (b) ends with the last day of that period or such other date (not more than seven days before or after th…
(1) The accounting reference periods of a company are determined accordingto its accounting reference date in each calendar year. (2) Unless otherwise prescribed in the articles or by any law, the accountingreference date is a date specified by an ordinary resolution. (3) The directors of the compan…
(1) A company may, by notice lodged with the Registrar for registration, change its accounting reference date having effect in relation to— (a) the current accounting reference period of the company and subsequent periods; or (b) the previous accounting reference period of the company and subsequent…
(1) The directors of every company shall prepare a financial statement for thecompany for each of financial year of the company. (2) Such a financial statement is referred to in this Part as the company'sindividual financial statement. (3) If the directors of a company fail to prepare for a financia…
(1) The directors of a company may approve a financial statement for thepurposes of this Division only if they are satisfied that the statement gives a true and fair view of the assets, liabilities and profit or loss— (a) in the case of an individual financial statement — of the company; (b) in the…
(1) The directors of a company shall prepare the company’s individual afinancial statement in accordance with section 638. (2) Subsection (1) is subject to section 645. (3) If the directors of a company fail to comply with subsection (1), each director of the company who is in default commits an off…
(1) In preparing an individual financial statement for a financial year, the directors of a company shall ensure that the statement complies with the requirements of this section. (2) The requirements are that— (a) the statement comprises— (i) a balance sheet as at the last day of the financial year…
(1) If, at the end of a financial year, a company that is not subject to the smallcompanies regime is a parent company, the directors of the company shall, in addition to preparing an individual financial statement, prepare a group financial statement for the year, unless the company is exempt from…
(1) A company that is itself a subsidiary undertaking is exempt from the requirement to prepare a group financial statement in the following cases— (a) if the company is a wholly-owned subsidiary of that parent undertaking; (b) if that parent undertaking holds more than fifty percent of the allotted…
A parent company is exempt from the requirement to prepare a group financial statement if under section 644 all of its subsidiary undertakings could be excluded from consolidation in a group financial statement.
(1) If a group financial statement is required to be prepared, the directors of the parent company shall prepare the statement in accordance with section 643. (2) If the directors of the parent company do not comply with subsection(1), each director of the company who is in default commits an offenc…