Investment Funds, Companies and Miscellaneous Provisions Act 2006
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PART 4 Miscellaneous | ||
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Amendment of section 1 of Act of 1997. |
25.— Section 1 of the Act of 1997 is amended— | |
(a) by inserting after “relevant transaction” in the definition of “ acting in concert” , in subsection (1), “(other than a bid referred to in that subsection)”, and | ||
(b) by substituting the following subsection for subsection (3): | ||
“(3) (a) For the purposes of this Act, two or more persons shall be deemed to be acting in concert as respects a takeover or other relevant transaction (in neither case being a bid to which the Regulations of 2006 apply) if they co-operate on the basis of an agreement, either express or tacit, either oral or written, aimed at: | ||
(i) either— | ||
(I) the acquisition by any one or more of them of securities in the relevant company concerned, or | ||
(II) the doing, or the procuring of the doing, of any act that will or may result in an increase in the proportion of securities in the relevant company concerned held by any one or more of them; | ||
or | ||
(ii) either— | ||
(I) acquiring control of the relevant company concerned, or | ||
(II) frustrating the successful outcome of an offer made for the purpose of the acquisition of control of the relevant company concerned; | ||
and ‘acting in concert’ shall be construed accordingly. | ||
(b) For the purposes of this subsection and without prejudice to any rules under section 8, persons controlled by another person within the meaning of Article 87 of Directive 2001/34/EC of the European Parliament and of the Council of 28 May 2001 shall be deemed to be persons acting in concert, as respects the matters mentioned in paragraph (a), with that other person and with each other. | ||
(c) In this subsection— | ||
‘ bid to which the Regulations of 2006 apply’ means a takeover bid, within the meaning of the Regulations of 2006, which the Panel has, by virtue of Regulation 6 of those Regulations, jurisdiction to supervise; | ||
‘ Regulations of 2006’ means the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 ( S.I. No. 255 of 2006 ).”. |