Document ID: chunk:federal_register_of_legislation:C2004A02380:body:0:p7
Version: federal_register_of_legislation:C2004A02380
Segment Type: other
Provision Reference: 
Character Range: 14707–17517

report that accompanies a Part B statement—
              (i) with the consent in writing of the Commission given under sub-section 23 (2a); and
              (ii) in accordance with such conditions (if any) as are specified by the Commission in the instrument by which that consent is given."; and
     (b) by omitting from sub-paragraph (ii) of paragraph (b) of sub-section (4) "another State or" and substituting "a State or another".

Provisions relating to dissenting shareholders
13. Section 42 of the Principal Act is amended by inserting in sub-section (17) "the provision of" after "under".

Court may excuse contravention or non-compliance due to inadvertence, &c.
14. Section 48 of the Principal Act is amended by inserting after sub-section (3) the following sub-section:

"(3a) Where—
     (a) an offeror purports to vary offers under a take-over scheme in accordance with section 27 or in accordance with the regulations;
     (b) a requirement of section 27, or of the regulations, as the case may be, has not been complied with; and

     (c) the Court is satisfied, on application made by the offeror, that the non-compliance was due to inadvertence, mistake or circumstances beyond his control and that the non-compliance ought to be disregarded, or is satisfied on any other grounds that the non-compliance ought to be disregarded,
the Court may make an order directing that the offers shall be deemed to have been varied in accordance with section 27 or in accordance with the regulations, as the case requires.".

15. After section 49 of the Principal Act the following section is inserted:

Reduction of capital or cancellation of allotment
"49a. Section 64 of the Companies Ordinance 1962 does not apply in relation to a reduction of capital, or to a cancellation of shares that have been allotted, where the reduction or cancellation results from, or is necessary by reason of, the operation of this Act, and nothing in that section operates to invalidate any such reduction of capital or cancellation of shares.".

Continuing offences
16. Section 54 of the Principal Act is amended by omitting from sub-section (3) "sub-section (1) or (2)" and substituting "paragraph (1) (e) or sub-section (2)".

Power of Commission to declare acquisition of shares or other conduct to be unacceptable
17. Section 60 of the Principal Act is amended—
     (a) by omitting from sub-section (7) ", (3) or (4)" and ", or that as a result of the conduct to which the declaration relates"; and
     (b) by inserting after sub-section (7) the following sub-section:

   "(7a) The Commission shall not make a declaration under sub-section (3) or (4) unless it is satisfied that as a result of the conduct to which the declaration relates—
         (a) the shareholders and directors of a company did not know