The Merger Reference (Hillsdown Holdings plc and Pittard Garnar plc) Order 1988

• Citation: S.I. 1988/2178
• Sections: 2

Section 1

(1) This Order may be cited as the Merger Reference (Hillsdown Holdings plc and Pittard Garnar plc) Order 1988 and shall come into force at 9.00 am on 14th December 1988.

(2) For the purposes of this Order–

(a) “associate” means a person associated (within the meaning of section 77(4) of the Act) with Hillsdown or with any subsidiary of Hillsdown;

(b) “interest in shares” shall include an entitlement, by a person not being the registered holder, to exercise any right conferred by the holding of those shares or an entitlement to control the exercise of any such right;

(c) “subsidiary” has the same meaning as in section 736 of the Companies Act 1985 ; and

(d) “voting shares” means shares in respect of which the holders have the right, either at all times or for the time being, to vote at general meetings of the company in question on all, or substantially all, matters.

Section 2

(1) It shall be unlawful for Hillsdown, any subsidiary of Hillsdown or any associate–

(a) directly or through any nominee or trustee to acquire any shares or interest in shares of Pittard Garnar in circumstances where Hillsdown, its subsidiaries and any associate hold, or after the acquisition would hold, directly or indirectly, 15 per cent or more, or an interest in 15 per cent or more, of any class of voting shares of Pittard Garnar or of any subsidiary of Pittard Garnar, or

(b) to exercise, directly or indirectly, at any general meeting of, or of any class of the members of, Pittard Garnar or any of its subsidiaries, any voting rights conferred by the holding of shares or attaching to any interest in shares if the aggregate of the voting rights exercised by or on behalf of Hillsdown, its subsidiaries and any associate would amount to 15 per cent or more of the total of the voting rights exerciseable on the resolution in question, or

(c) to enter into any agreement or arrangement with any other person with a view to or for the purpose of acting together to secure or exercise control of Pittard Garnar or any of its subsidiaries or of any of the enterprises thereof.

(2) Subparagraph (a) of paragraph (1) of this article shall not apply to anything done in pursuance of an agreement to acquire shares or interests in shares made before 9.00 am on 14th December 1988 and legally enforceable against Hillsdown, any of its subsidiaries or any associate.