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Version status: In force | Document consolidation status: Updated to reflect all known changes
Version date: 20 May 2006 - onwards
Version 2 of 2

Regulation 23 Right to buy out dissenting security holders

(1) This Regulation applies where an offeror, pursuant to acceptance of a bid for the beneficial ownership of all the securities (other than the securities already in the beneficial ownership of the offeror) in the capital of a company or other body corporate falling within Regulation 22(1), has acquired, or unconditionally contracted to acquire, securities which -

(a) amount to not less than nine tenths in nominal value of the securities affected, and

(b) carry not less than nine tenths of the voting rights attaching to the securities affected.

(2) Where this Regulation applies, the offeror may, not later than the relevant date, give notice to any dissenting security holder that it desires to acquire the beneficial ownership of his or her securities, and when such notice is given the offeror shall be entitled and bound to acquire the beneficial ownership of those securities on the terms on which under the bid the beneficial ownership of the securities in respect of which the bid has been accepted and is to be acquired by the offeror.

(3) For the purposes of paragraph (2), if the offeree company has issued more than one class of securities, then a notice under that paragraph may only be given by the offeror to holders of securities of the class or classes in respect of which the thresholds provided under paragraph (1) (a) and (b) have been reached.