Irish Takeover Panel Act, 1997

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Interpretation.

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

“acting in concert” shall, in relation to a takeover or other relevant transaction, be construed in accordance with subsection (3);

“the Act of 1963” means the Companies Act, 1963 ;

“the Act of 1990” means the Companies Act, 1990 ;

“the Central Bank” means the Central Bank of Ireland;

“company” means a company (within the meaning of the Act of 1963) or any other body corporate, whether incorporated in the State or elsewhere;

“control” means, in relation to a relevant company, the holding, whether directly or indirectly, of securities of the company that confer, in aggregate, not less than 30 per cent. (or such other percentage as may be prescribed) of the voting rights in that company;

“the Court” means the High Court;

“European Communities” has the meaning assigned to it by the European Communities Act, 1972 ;

“interest in a security” includes rights in respect of a security arising by virtue of—

(a) an agreement to purchase securities;

(b) an agreement to subscribe for securities;

(c) an option to acquire or to subscribe for securities;

(d) an irrevocable commitment to accept an offer;

(e) a right to a convertible security;

(f) a right to exercise or to control the exercise of the voting rights attaching to a security;

(g) a right to subscribe for securities to be issued pursuant to a rights issue of a company; or

(h) a right to securities that have been allotted but not issued,

whether or not the agreement, option or other thing aforesaid confers a proprietary interest in the security;

“Irish Stock Exchange” has the meaning assigned to it by section 3 (1) of the Stock Exchange Act, 1995 ;

“the Minister” means the Minister for Enterprise and Employment;

“offer” means an offer (by whatever name called), made to the holders of securities in a relevant company, to acquire some or all of those securities by the payment of cash or other valuable consideration or in exchange for other securities or by means of both such a payment and such an exchange;

“offeree” means a relevant company—

(a) any securities of which are the subject of an offer that has been made or is intended or required to be made, or

(b) in respect of which, or in connection with which, a person does any act in contemplation of making an offer to holders of securities in that company;

“offeror” means a person who makes, or intends or is required to make, an offer or does any act in contemplation of making an offer;

“the Order” has the meaning assigned to it by section 13 and includes the Order as amended or re-enacted (with or without modification) by rules of court;

“other relevant transaction” means—

(a) any offer, agreement or transaction in relation to the acquisition of securities conferring voting rights in a relevant company (including a substantial acquisition of securities) which the Panel specifies, in rules under section 8 , to be a relevant transaction for the purposes of this Act,

(b) any agreement, transaction, proposal or action entered into, made or taken in contemplation of, or which is consequent upon or incidental to, a takeover or an offer, agreement or transaction referred to in paragraph (a) of this definition;

“the Panel” has the meaning assigned to it by section 3 ;

“parties to a takeover or other relevant transaction” includes—

(a) the offeror;

(b) any person acting in concert with the offeror;

(c) the directors of the offeror if the offeror is a company;

(d) the offeree;

(e) the holders of the securities to whom the offer is made;

(f) the directors of the offeree;

(g) any person acting as an adviser to any of the foregoing persons in relation to the takeover or other relevant transaction;

(h) any person who, following a request made of him or her to do so by the offeror pursuant to rules under section 8 , confirms that there are available to the offeror resources of such an amount as will enable the offer, if it is fully accepted, to be implemented;

(i) such other persons as are specified in rules under section 8 for the purposes of this definition or whom the Panel deems in the circumstances of a particular takeover or other relevant transaction to be parties to that takeover or transaction;

“prescribed” means prescribed by regulations made by the Minister under this Act and “prescribe” shall be construed accordingly;

“public limited company” has the same meaning as it has in the Companies Acts, 1963 to 1990;

“recognised stock exchange” means a stock exchange prescribed for the purposes of this Act;

“relevant company” has the meaning assigned to it by section 2 ;

“scheduled principles” means the principles set out in the Schedule to this Act;

“security” means, in relation to a company—

(a) any interest in the capital of the company and includes any interest in the nature of a share, stock, debenture or bond, by whatever name called, and irrespective of the rights, if any attaching thereto, of or issued by the company,

(b) an interest in a security falling within paragraph (a) of this definition;

“shareholder” means a person who holds securities in a company;

“substantial acquisition of securities” means an acquisition of securities which the Panel specifies, in rules under section 8 , to be a substantial acquisition of securities for the purposes of this Act;

“takeover” means—

(a) any agreement or transaction (including a merger) whereby or in consequence of which control of a relevant company is or may be acquired; or

(b) any invitation, offer or proposal made, or intended or required to be made, with a view to concluding or bringing about such an agreement or transaction;

“UCITS Regulations” means the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 1989 ( S.I. No. 78 of 1989 );

“voting right” means, in relation to a company, a right exercisable for the time being to cast, or to control the casting of, a vote at general meetings of members of the company, not being such a right that is exercisable only in special circumstances.

(2) In this Act references to a ruling made or a direction given by the Panel under section 9 shall, unless the context otherwise requires, be construed as including—

(a) references to such a ruling or direction that, for the time being, stands amended under that section,

(b) references to any decision made by the Panel that is preliminary or incidental to the making of such a ruling or the giving of such a direction (including any decision made by the Panel in relation to the exercise of the powers under section 11 ).

(3) For the purposes of this Act, two or more persons shall be deemed to be acting in concert as respects a takeover or other relevant transaction if, pursuant to an agreement or understanding (whether formal or informal) between them, they actively co-operate in the acquisition by any one or more of them of securities in the relevant company concerned or in the doing, or in the procuring of the doing, of any act that results in an increase in the proportion of such securities held by any one or more of them and “acting in concert” shall be construed accordingly.

(4) In this Act—

(a) a reference to a section is a reference to a section of this Act, unless it is indicated that reference to some other enactment is intended,

(b) a reference to a subsection or paragraph is a reference to the subsection or paragraph of the provision in which the reference occurs, unless it is indicated that reference to some other provision is intended, and

(c) a reference to any other enactment is a reference to that enactment as amended, extended or adapted by or under any subsequent enactment including this Act.