Companies Act 2014 section 808

"Share acquisition agreement" — meaning

Section 808 defines what constitutes a "share acquisition agreement" for the purposes of the disclosure orders chapter, setting out the conditions that must be met and clarifying how broadly the term "agreement" is to be interpreted.

• A share acquisition agreement is an agreement between two or more parties for acquiring interests in a company's shares, but only if it also imposes obligations or restrictions on the parties regarding their use, retention or disposal of those shares, and at least one share interest is actually acquired under the agreement.
• Once any share interest has been acquired under the agreement, it continues to be treated as a share acquisition agreement regardless of whether further acquisitions take place, changes in parties occur, or the agreement is varied — provided it still contains restrictions or obligations regarding share interests.
• The term "agreement" is defined very broadly to include any agreement or arrangement, covering informal undertakings, expectations, understandings, and both express and implied provisions, whether absolute or conditional.
• An agreement that is not legally binding will only qualify as a share acquisition agreement if there is mutuality — that is, shared and reciprocal undertakings, expectations or understandings — among the parties.