In this code, unless the context otherwise requires,-
acquisition notice has the meaning set out in rule 50
Act means the Takeovers Act 1993
code company means a company that-
(a)
is a party to a listing agreement with a registered exchange and has securities that confer voting rights quoted on the registered exchange's market; or
(b)
was within paragraph (a) at any time during the period of 12 months before a date or the occurrence of an event referred to in this code; or
(c)
has 50 or more shareholders.
company has the same meaning as in section 2(1) of the Companies Act 1993
compulsory sale has the meaning set out in rule 50
control, in relation to a voting right, means having, directly or indirectly, effective control of the voting right; and controller has a corresponding meaning
despatch notice means the notice referred to in rule 45
director,-
(a)
in relation to a company, means a person occupying the position of a director of the company, by whatever name called; and
(b)
in relation to a partnership (other than a special partnership), means a partner; and
(c)
in relation to a special partnership, means a general partner; and
(d)
in relation to a body corporate, or unincorporate, other than a company, partnership, or special partnership, means a person occupying a position in the body that is comparable with that of a director of a company; and
(e)
in relation to any other person, means that person; and
(f)
includes a person in accordance with whose directions or instructions a person referred to in paragraphs (a) to (d) may be required or is accustomed to act in respect of the exercise of duties or powers as, or comparable to those of, a director
dominant owner has the meaning set out in rule 50
engaging in conduct means doing or refusing to do an act, and includes,-
(a)
omitting to do an act; or
(b)
making it known that an act will or will not be done
equity security-
(a)
means any interest in or right to a share in, or in the share capital of, a company (whether carrying voting rights or not); and
(b)
includes an option or right to acquire any such interest or right unless that option or right is exercisable only with the agreement of the issuer; but
(c)
does not include redeemable securities that are redeemable only for cash
full offer means an offer under rule 8
further required voting securities has the meaning set out in rule 12(3)
independent adviser means an adviser whom the Panel considers is independent and who is approved by the Panel for the purposes of this code
listed, in relation to a company or other entity, means a company or entity that is a party to a listing agreement with a registered exchange
offer means an offer to which this code applies for voting securities and any other securities to which the offer is required to extend under this code
offer document means the offer and all accompanying information referred to in rule 44
offer period means the period referred to in rules 24 to 24B
offeree means a person to whom an offer is made
offeror means a person who makes an offer
ordinary resolution, in relation to a code company, means a resolution that is passed at a meeting of the holders of voting securities of the code company by a simple majority of the votes of those holders who voted on the resolution
outstanding securities has the meaning set out in rule 50
outstanding security holders has the meaning set out in rule 50
Panel means the Takeovers Panel established under Part I of the Act
partial offer means an offer under rule 9
record date, in relation to an offer, means the latest date specified by the offeror under rule 43A(1)
registered exchange has the meaning set out in section 2(1) of the Securities Markets Act 1988
registered exchange's market has the meaning set out in section 2(1) of the Securities Markets Act 1988
related company has the same meaning as in section 2(3) of the Companies Act 1993
specified percentage means the percentage referred to in rule 9
subsidiary has the same meaning as in sections 5 to 8 of the Companies Act 1993
surplus acceptance voting securities has the meaning set out in rule 12(3)
takeover notice means the notice referred to in rule 41
target company means a code company-
(a)
whose voting securities are the subject of an offer; or
(b)
that has received a takeover notice
target company statement means the statement referred to in rule 46
variation notice means the notice referred to in rule 28
voluntary sale has the meaning set out in rule 50
voting right means a currently exercisable right to cast a vote at meetings of shareholders of a company, not being a right to vote that is exercisable only in 1 or more of the following circumstances:
(a)
during a period in which a payment or distribution (or part of a payment or distribution) in respect of the security that confers the voting right is in arrears or some other default exists:
(b)
on a proposal that affects rights attached to the security that confers the voting right:
(c)
on a proposal to put the company into liquidation:
(d)
on a proposal for the disposal of the whole, or a material part, of the property, business, and undertaking of the company:
(e)
during the liquidation of the company:
(f)
in respect of a special, immaterial, or remote matter that is inconsequential to control of the company
voting security means an equity security that confers a voting right.
If, under this code, the time within which or the day on which any thing is to be done expires or falls on a day other than a working day as defined in section 2 of the Companies Act 1993, the time so limited is extended to, and such thing may be done, on the next day that is a working day as so defined.
