Article 148 - Take-over offers
(1) The terms offered in relation to any
Shares shall for the purposes of this Article 148 be treated as being the same in relation to all the Shares or, as the case may be, all the Shares of a class to which the offer relates notwithstanding any variation permitted by Article 148(2).
(2) A variation is permitted by this paragraph where:
(A) the law of a country or territory outside the
QFC precludes the acceptance of an offer in the form or the forms specified, or precludes it except after compliance by the offeror with conditions with which he is unable to comply or which he regards as unduly onerous; and
(B) the variation is such that the persons by whom the acceptance of an offer in that form is precluded are able to accept an offer in a different form but of substantially equivalent value.
(3) The reference in Article 147(1) to
Shares already held by the offeror includes a reference to Shares which he has contracted to acquire (which term shall include Shares which the offeror has an unconditional option to acquire) but shall not be construed as including Shares which are the subject of a contract binding the holder to accept the offer when it is made, being a contract entered into by the holder for nothing other than a promise by the offeror to make the offer.
(4) Where the terms of an offer make provision for their revision and for acceptances on the previous terms to be treated as acceptances on the revised terms, the revision shall not be regarded for the purposes of this Part as the making of a fresh offer and references in this Part to the date of the offer shall accordingly be construed as references to the date on which the original offer was made.
(5) In this Part "the offeror" means, subject to Article 154, the person making a take-over offer and "the
Company" means the Company whose Shares are the subject of the offer.