Companies Act 2014 section 456

Interpretation (Chapter 2)

Section 456 defines the key terms used throughout Chapter 2, which deals with the acquisition of shares in a company where a majority of shareholders have already accepted an offer, and sets out the scope of the chapter's application.

• Shareholders are classified as either "assenting" (those who have accepted or are bound by a scheme, contract, or offer) or "dissenting" (those who have not accepted or have refused to transfer their shares).
• Key parties are defined: the "offeror" is the person or company making the acquisition offer, and the "offeree company" is the company whose shares are being acquired.
• The "shares affected" are those shares whose beneficial ownership the offeror is seeking to acquire under the scheme, contract, or offer.
• The chapter's application is restricted by European Communities regulations, consistent with the position that existed under the former Companies Act 1963.

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