Document ID: chunk:federal_register_of_legislation:C2004A03309:body:0:p2
Version: federal_register_of_legislation:C2004A03309
Segment Type: other
Provision Reference: 
Character Range: 2829–5497

certain circumstances
5. Section 13 of the Principal Act is amended by omitting paragraph (4) (a) and substituting the following paragraph:
"(a) the offers under the take-over scheme are made in accordance with sub-paragraph 16 (2) (a) (i); and".

Take-over offers
6. Section 16 of the Principal Act is amended—
(a) by omitting from sub-paragraph (2) (a) (i) all the words from and including "holds," and substituting "holds";
(b) by omitting from sub-paragraph (2) (e) (ii) "and";
(c) by omitting sub-paragraph (2) (f) (iii);
(d) by adding at the end of sub-section (2) the following paragraphs:
"(g) in a case where—
(i) the consideration that under each of the offers is to be paid or provided for the acquisition of the shares to which the offer relates consists solely of a cash sum or includes alternative considerations one of which consists solely of a cash sum; and
(ii) during the period of 4 months ending on the day on which the first of the offers is dispatched, the offeror, or a person associated with the offeror, purchased or agreed to purchase shares in the target company included in the relevant class of shares,
the amount per share of that cash sum is not less than—
(iii) unless sub-paragraph (iv) applies—the highest price per share paid or agreed to be paid, pursuant to such a purchase or agreement to purchase, for any of the shares first referred to in sub-paragraph (ii); or
(iv) if the target company, at any time during that period—

              (a) made, agreed to make, or announced a proposal to make, or to agree to make, an allotment of any of its shares;
              (b) granted, agreed to grant, or announced a proposal to grant, or to agree to grant, an option to subscribe for any of its shares;
              (c) issued, agreed to issue, or announced a proposal to issue, or to agree to issue, convertible notes; or
              (d) declared, or announced a proposal to declare, a dividend,
          and an approval by the Commission of an amount in relation to the offers is in force under sub-section (2ab)—the last-mentioned amount;
(h) none of the offers is subject to a condition (however expressed, and whatever the purported effect of fulfilment or failure of the condition) the fulfilment or failure of which depends on, or depends on matters including, one or both of the following matters:
(i) whether the number of shares in respect of which the offeror receives an acceptance or acceptances of one or more of the offers exceeds a particular number of shares;
(ii) whether the number of offers accepted exceeds a particular number,
however the particular number was, or is to be, determined, whether or not the