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Mandatory Bids and Compulsory Acquisition Rules Relating to Shares
Mandatory bids
Subject to the Rule 9 Waiver, the City Code applies to the Company. Under the City Code, if an
acquisition of interests in the Company’s Ordinary Shares were to increase the aggregate holding of
an acquirer and persons acting in concert with it to an interest in the Company’s Ordinary Shares
carrying 30 per cent. or more of the voting rights in the Company, the acquirer and, depending upon
the circumstances, persons acting in concert with it, would be required (except with the consent of
the Panel) to make a cash offer for the outstanding Ordinary Shares at a price not less than the
highest price paid for interests in shares by the acquirer or persons acting in concert with it during
the previous 12 months. A similar obligation to make such a mandatory offer would also arise on
the acquisition of an interest in Ordinary Shares by a person holding (together with persons acting
in concert with it) an interest in Ordinary Shares carrying between 30 and 50 per cent. of the voting
rights in the Company if the effect of such acquisition were to increase that person’s percentage of
the voting rights.
Squeeze-out
Under the Companies Act, if a ‘‘takeover offer’’ (as defined in section 974 of the Companies Act) is
made for the Company’s Ordinary Shares and the offeror were to acquire, or unconditionally
contract to acquire, not less than 90 per cent. in value of the Ordinary Shares to which the offer
relates (the ‘‘Offer Shares’’) and not less than 90 per cent. of the voting rights attached to the Offer
Shares, within three months of the last day on which its offer can be accepted, it could acquire
compulsorily the remaining 10 per cent. It would do so by sending a notice to outstanding
Shareholders telling them that it will acquire compulsorily their Offer Shares and then, six weeks
later, it would execute a transfer of the outstanding Offer Shares in its favour and pay the
consideration to the Company, which would hold the consideration on trust for outstanding
Shareholders. The consideration offered to the Shareholders whose Offer Shares are acquired
compulsorily under the Companies Act must, in general, be the same as the consideration that was
available under the takeover offer.
Sell-out
The Companies Act also gives minority Shareholders a right to be bought out in certain
circumstances by an offeror who has made a takeover offer. If a takeover offer related to all the
Ordinary Shares and at any time before the end of the period within which the offer could be
accepted the offeror held or had agreed to acquire not less than 90 per cent. of the Ordinary Shares
to which the offer relates, any holder of Ordinary Shares to which the offer related who had not
accepted the offer could by a written communication to the offeror require it to acquire those
Ordinary Shares.
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