Part 10U.K.A company's directors

Chapter 4U.K.Transactions with directors requiring approval of members

Payments for loss of officeU.K.

219Payment in connection with share transfer: requirement of members' approvalU.K.

(1)No payment for loss of office may be made by any person to a director of a company in connection with a transfer of shares in the company, or in a subsidiary of the company, resulting from a takeover bid unless the payment has been approved by a resolution of the relevant shareholders.

(2)The relevant shareholders are the holders of the shares to which the bid relates and any holders of shares of the same class as any of those shares.

(3)A resolution approving a payment to which this section applies must not be passed unless a memorandum setting out particulars of the proposed payment (including its amount) is made available to the members of the company whose approval is sought—

(a)in the case of a written resolution, by being sent or submitted to every eligible member at or before the time at which the proposed resolution is sent or submitted to him;

(b)in the case of a resolution at a meeting, by being made available for inspection by the members both—

(i)at the company's registered office for not less than 15 days ending with the date of the meeting, and

(ii)at the meeting itself.

(4)Neither the person making the offer, nor any associate of his (as defined in section 988), is entitled to vote on the resolution, but—

(a)where the resolution is proposed as a written resolution, they are entitled (if they would otherwise be so entitled) to be sent a copy of it, and

(b)at any meeting to consider the resolution they are entitled (if they would otherwise be so entitled) to be given notice of the meeting, to attend and speak and if present (in person or by proxy) to count towards the quorum.

(5)If at a meeting to consider the resolution a quorum is not present, and after the meeting has been adjourned to a later date a quorum is again not present, the payment is (for the purposes of this section) deemed to have been approved.

(6)No approval is required under this section on the part of shareholders in a body corporate that—

(a)is not a UK-registered company, or

(b)is a wholly-owned subsidiary of another body corporate.

(7)A payment made in pursuance of an arrangement—

(a)entered into as part of the agreement for the transfer in question, or within one year before or two years after that agreement, and

(b)to which the company whose shares are the subject of the bid, or any person to whom the transfer is made, is privy,

is presumed, except in so far as the contrary is shown, to be a payment to which this section applies.