Companies Act 2014 section 458

Additional requirement to be satisfied, in certain cases, for right to buy out to apply

Section 458 sets out an additional condition that must be met before an offeror who already holds a significant stake in the target company can compulsorily acquire the shares of dissenting shareholders.

• Where an offeror already beneficially owns more than 20% of the combined value of the shares it holds and the shares subject to the takeover offer, a stricter approval threshold applies before it can compulsorily acquire dissenting shareholders' shares.
• In such cases, the shareholders who accept the offer must hold at least 80% in value of the affected shares and must also represent at least 50% in number of all holders of those shares.
• This additional requirement only restricts the offeror's right to compulsorily buy out dissenters; it does not affect a dissenting shareholder's own right to require the offeror to buy their shares.
• The 50% numerical threshold replaced the previous 75% requirement that applied under the Companies Act 1963.