Companies Act 2014 section 459

Supplementary provisions in relation to sections 457 and 458 (including provision for applications to court)

Section 459 sets out the procedures for serving notices during a takeover, the rights of dissenting shareholders to apply to court, and the rules for handling unclaimed consideration after compulsory share acquisitions.

• Call notices and information notices must be properly signed and delivered to shareholders by hand, post, or electronic means (with written consent), with special rules for joint holders, deceased or bankrupt shareholders, and overseas shareholders.
• Dissenting shareholders may apply to the court to retain their shares or to vary the terms of the takeover offer, and the court may order a cash payment instead.
• Within 30 days of becoming bound to acquire dissenting shareholders' shares, the offeror must deliver transfer documents and pay the consideration to the target company, which must hold the funds in trust in a separate bank account for seven years.
• After seven years, unclaimed consideration must be realised and lodged to a nominated court account; after a further seven years unclaimed money is paid into the Exchequer, but entitled persons may still apply to the court for payment.