Short Title and commencement

1. This Act may be cited as the Takeovers Act 1993.
2. Except as provided in subsection (3) of this section, this Act shall come into force on the 1st day of July 1994.
3. Section 17 and Part III came into force on 1 June 2001.

Interpretation

(1) In this Act, unless the context otherwise requires, -

Company has the same meaning as in section 2(1) of the Companies Act 1993.

Court means, in relation to any matter, the court before which the matter is to be determined:

Director means, in relation to a company or other body corporate, any person occupying the position of a director of the company or body by whatever name called:

Document means any record of information; and includes -

1. Anything on which there is writing or any image; and
2. Information recorded by means of any article or device (for example, a disk) from which information is capable of being reproduced with or without the aid of any other article or device; and
3. Material subsequently derived from information recorded by that means:

Minister means the Minister of the Crown who, under the authority of any warrant or with the authority of the Prime Minister, is for the time being responsible for the administration of this Act:

Overseas regulator means a body in another country with functions corresponding to those of the Panel:

Panel

1. means the Takeovers Panel established under Part 1; or
2. for the purposes of determining any matter or class of matter specified in a determination under section 7A, means the division of the Panel specified in the determination in accordance with section 7C(1)(a):

Quoted, in relation to securities of a person, means securities of the person that are approved for trading on a registered exchange's market (and, for the avoidance of doubt, securities do not cease to be quoted merely because trading in those securities is suspended)

Registered exchange has the meaning set out in section 2(1) of the Securities Markets Act 1988:

Registered exchange's market has the meaning set out in section 2(1) of the Securities Markets Act 1988:

Registrar means a person who for the time being holds the office of Registrar of Companies or Deputy Registrar of Companies in accordance with the Companies Act 1993:

Securities Commission means the Securities Commission established by section 9 of the Securities Act 1978:

Security, in relation to a specified company, means -

1. An equity security within the meaning of section 2 of the Securities Act 1978, whether or not the security carries voting rights:
2. A debt security within the meaning of section 2 of the Securities Act 1978 which carries the right to vote at any annual or general meeting of the specified company:
3. A participatory security within the meaning of section 2 of the Securities Act 1978 which carries the right to vote at any annual or general meeting of the specified company, -

and includes a security that is convertible, at the option of the security holder, into a security of the type referred to in paragraph (a) or paragraph (b) or paragraph (c) of this definition:

Specified company means a company that -

1. is a party to a listing agreement with a registered exchange and that has securities that confer voting rights quoted on the registered exchange's market; or
2. was within paragraph (a) at any time during a period specified in the takeovers code (being a period not exceeding 12 months before any date or the occurrence of any event referred to in the code); or
3. has 50 or more shareholders

Takeovers code means the regulations made under section 19:

voting right means a currently exercisable right to cast a vote at meetings of shareholders of a company, not being a right to vote that is exercisable only in 1 or more of the following circumstances:

1. during a period in which a payment or distribution (or part of a payment or distribution) in respect of the security that confers the voting right is in arrears or some other default exists:
2. on a proposal that affects rights attached to the security that confers the voting right:
3. on a proposal to put the company into liquidation:
4. on a proposal for the disposal of the whole, or a material part, of the property, business, and undertaking of the company:
5. during the liquidation of the company:
6. in respect of a special, immaterial, or remote matter that is inconsequential to control of the company.

(2) In sections 32, 33, and 33AA and in subpart 2 of Part 3 (which contain the enforcement powers of the Panel and the Court), unless the context otherwise requires, contravene the takeovers code or not act in compliance with the takeovers code includes-

1. a contravention of the takeovers code or a term or condition of an exemption from the takeovers code; or
2. an attempt to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or
3. aiding, abetting, counselling, or procuring any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or
4. inducing, or attempting to induce, any other person, whether by threats or promises or otherwise, to contravene the takeovers code or a term or condition of an exemption from the takeovers code; or
5. being in any way, directly or indirectly, knowingly concerned in, or a party to, the contravention by any other person of the takeovers code or a term or condition of an exemption from the takeovers code; or
6. conspiring with any other person to contravene the takeovers code or a term or condition of an exemption from the takeovers code.

Act to bind the Crown

This Act binds the Crown.

Object of this Act The object of this Act is to -

(a) Establish a panel to be called the Takeovers Panel:

(b) Empower the Minister, in consultation with the Panel, to formulate and make recommendations concerning the takeovers code (which sets out the rules applying to takeovers of specified companies):

(c) Provide for the administration and enforcement of the takeovers code:

(ca) provide criminal liability for false or misleading statements or information in relation to takeovers of specified companies:

(d) Empower the Panel to keep under review, and promote public understanding of, the law relating to takeovers of specified companies:

(e) Empower the Panel to co-operate with overseas regulators.