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Section 974: Meaning of "takeover offer"

Companies Act 2006 · 2006 c. 46View on legislation.gov.uk

Part 28: Takeovers etc — Chapter 3: "Squeeze-out" and "Sell-out"

For the purposes of this Chapter an offer to acquire shares in a company is a "takeover offer" if the following two conditions are satisfied in relation to the offer.

In subsections (1) to (3) "shares" means shares, other than relevant treasury shares, that have been allotted on the date of the offer (but see subsection (5)).

A takeover offer may include among the shares to which it relates—

all or any shares that are allotted after the date of the offer but before a specified date;
all or any relevant treasury shares that cease to be held as treasury shares before a specified date;
all or any other relevant treasury shares.

In this section—

  • "relevant treasury shares" means shares that—

    (a)are held by the company as treasury shares on the date of the offer, or

    (b)become shares held by the company as treasury shares after that date but before a specified date;

  • "specified date" means a date specified in or determined in accordance with the terms of the offer.

Where the terms of an offer make provision for their revision and for acceptances on the previous terms to be treated as acceptances on the revised terms, then, if the terms of the offer are revised in accordance with that provision—

the revision is not to be regarded for the purposes of this Chapter as the making of a fresh offer, and
references in this Chapter to the date of the offer are accordingly to be read as references to the date of the original offer.

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Reuse reviewed 21 August 2026 under Open Government Licence v3.0.