Textual Amendments
F1Sch. 1C inserted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), reg. 1, Sch.; 2020 c. 1, Sch. 5 para. 1(1)
Modifications etc. (not altering text)
C1Sch. 1C applied (31.12.2020) by S.I. 2009/2436, Sch. 1 para 14(A1) (as inserted by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 20; 2020 c. 1, Sch. 5 para. 1(1))
17.(1)Rules must ensure that, during the relevant period, the board of directors of the offeree company must obtain the prior authorisation of a general meeting of the company given for this purpose—U.K.
(a)before taking any action, other than seeking alternative takeover bids, which may result in the frustration of the bid, and
(b)in particular, before issuing any shares which may result in a lasting impediment to the offeror’s acquiring control of the offeree company.
(2)“The relevant period”—
(a)begins when the board of directors of the offeree company receives the information that a decision to make a takeover bid has been made public, or at such earlier stage as rules may determine, and
(b)ends when the result of the bid is made public or the bid lapses.
(3)Rules must ensure that, with regard to decisions taken before the beginning of the relevant period and not yet partly or fully implemented, a general meeting of the company must approve or confirm any decision—
(a)which does not form part of the normal course of the company’s business, and
(b)the implementation of which may result in the frustration of the takeover bid.
(4)For the purposes of this paragraph, where a company has a two-tier board structure, “board of directors” means both the management board and the supervisory board.]