Companies Act 2014 section 460

Construction of certain references in Chapter to beneficial ownership, application of Chapter to classes of shares, etc.

Section 460 clarifies how references to beneficial ownership and share classes are to be interpreted when applying the takeover acquisition rules in this Chapter.

• Where an offeree company has more than one class of shares, references to "shares" in this Chapter mean shares of a particular class, so the rules apply on a class-by-class basis.
• Shares held or acquired by a subsidiary of the offeror are treated as beneficially owned or acquired by the offeror itself.
• A person who agrees to acquire shares is deemed to have acquired the beneficial interest in them, regardless of whether the purchase price has been fully paid or another party has an interest.
• Shares are not excluded from the offeror's beneficial ownership merely because they are subject to a charge in favour of someone else or subject to an undertaking by the holder to accept an offer.