1
(1) All holders of the securities of an offeree company of the same class must be afforded equivalent treatment. (2) If a person acquires control of a company, the other holders of securities must be protected.
Companies Act 2006 PART 1 — General principles
2
(1) The holders of the securities of an offeree company must have sufficient time and information to enable them to reach a properly informed decision on the takeover bid. (2) Where it advises the holders of securities, the board of directors of the offeree company must give its views on the effects of implementation of the takeover bid on— (a) employment, (b) conditions of employment, and (c) the locations of the company’s places of business.
3
The board of directors of an offeree company must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the takeover bid.
4
False markets must not be created in the securities of— (a) the offeree company, (b) if the offeror is a company, that company, or (c) any other company concerned by the takeover bid, in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.
5
An offeror must announce a takeover bid only after— (a) ensuring that the offeror can fulfil in full any cash consideration, if such is offered, and (b) taking all reasonable measures to secure the implementation of any other type of consideration.
6
An offeree company must not be hindered in the conduct of its affairs for longer than is reasonable by a takeover bid for its securities.
Back to Companies Act 2006 — full text
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