Except as provided in rule 7, a person who holds or controls-
(a)
no voting rights, or less than 20% of the voting rights, in a code company may not become the holder or controller of an increased percentage of the voting rights in the code company unless, after that event, that person and that person's associates hold or control in total not more than 20% of the voting rights in the code company:
(b)
20% or more of the voting rights in a code company may not become the holder or controller of an increased percentage of the voting rights in the code company.
For the purposes of subclause (1), if-
(a)
a person and any other person or persons acting jointly or in concert together become the holders or controllers of voting rights, that person is deemed to have become the holder or controller of those voting rights:
(b)
a person or persons together hold or control voting rights and another person joins that person or all or any of those persons in the holding or controlling of those voting rights as associates, the other person is deemed to have become the holder or controller of those voting rights:
(c)
voting rights are held or controlled by a person together with associates, any increase in the extent to which that person shares in the holding or controlling of those voting rights with associates is deemed to be an increase in the percentage of the voting rights held or controlled by that person.
Exceptions to fundamental rule
A person may become the holder or controller of an increased percentage of the voting rights in a code company-
(a)
by an acquisition under a full offer (the main provisions are contained in rule 8, Parts 4 to 6, and Schedules 1 to 3):
(b)
by an acquisition under a partial offer (the main provisions are contained in rules 9 to 14, Parts 4 to 6, and Schedules 1 to 3):
(c)
by an acquisition by a person of voting securities in the code company or in any other body corporate from 1 or more other persons if the acquisition has been approved by an ordinary resolution of the code company in accordance with this code (the main provisions are contained in rules 15 and 17 to 19A):
(d)
by an allotment to a person of voting securities in the code company or in any other body corporate if the allotment has been approved by an ordinary resolution of the code company in accordance with this code (the main provisions are contained in rules 16 to 19A):
(e)
if-
(i)
the person holds or controls more than 50%, but less than 90%, of the voting rights in the code company; and
(ii)
the resulting percentage of the total voting rights in the code company that is held or controlled by the person does not exceed by more than 5 the lowest percentage of the total voting rights in the code company that was held or controlled by the person in the 12-month period ending on, and inclusive of, the date of the increase:
(f)
if the person already holds or controls 90% or more of the voting rights in the code company.
