Companies Act 2014 section 457

Right to buy out shareholders dissenting from scheme or contract approved by majority and right of such shareholders to be bought out

Section 457 sets out the rights of an offeror to compulsorily acquire the shares of dissenting shareholders once 80% acceptance has been achieved, and the corresponding right of those dissenting shareholders to require the offeror to buy them out.

• Where an offeror obtains acceptances for 80% or more in value of the shares affected within four months of publication of the offer, the offeror may compulsorily acquire the remaining shares from dissenting shareholders on the same terms
• The offeror must serve a formal "call notice" on each dissenting shareholder within six months of the publication date, and the dissenting shareholder then has 30 days to apply to court to resist the acquisition or seek different terms
• Dissenting shareholders also have a right to require the offeror to buy their shares within three months of receiving an "information notice" confirming the offer has become binding
• Where the offer provides alternative sets of terms, the call notice must set out those alternatives and specify a default; the dissenting shareholder has 14 days to elect, failing which the default terms apply

---