Companies Act 2014 section 1055

"Share acquisition agreement" — meaning

Section 1055 defines what constitutes a "share acquisition agreement" for the purposes of the disclosure rules governing group acquisitions of interests in PLC shares.

• A share acquisition agreement is an arrangement between two or more parties to acquire interests in shares of a particular PLC (the "target company"), provided the agreement also imposes obligations or restrictions on how those shares are used, retained or disposed of, and at least one party actually acquires shares under it.
• Once any share interest has been acquired under the agreement, it remains a share acquisition agreement regardless of whether further acquisitions occur, the parties change, or the agreement is varied — so long as it continues to include provisions about use, retention or disposal of the shares.
• The term "agreement" is drawn very broadly: it covers any arrangement, understanding or expectation between the parties, whether legally binding or not, and whether express or implied — essentially capturing any "meeting of minds" about acquiring and dealing with shares in a target PLC.
• Two types of arrangement are excluded: an agreement that is not legally binding unless there is mutuality in the undertakings or understandings of the parties, and an agreement confined to underwriting or sub-underwriting an offer of shares.

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