Article 149 - Right of offeror to buy out minority Members

(1) If, in a case in which a take-over offer does not relate to Shares of different classes, the offeror has by virtue of acceptances of the offer acquired or contracted to acquire not less than nine-tenths in nominal value of the Shares to which the offer relates he may give notice to the holder of any Shares to which the offer relates which the offeror has not acquired or contracted to acquire that he desires to acquire those Shares.
(2) If, in a case in which a take-over offer relates to Shares of different classes, the offeror has by virtue of acceptances of the offer acquired or contracted to acquire not less than nine-tenths in nominal value of the Shares of any class to which the offer relates, he may give notice to the holder of any Shares of that class which the offeror has not acquired or contracted to acquire that he desires to acquire those Shares.
(3) No notice shall be given under Article 149(1) or (2) unless the offeror has acquired or contracted to acquire the Shares necessary to satisfy the minimum specified in those paragraphs before the end of the period of 4 months beginning with the date of the offer; and no such notice shall be given after the end of the period of 2 months beginning with the date on which he has acquired or contracted to acquire Shares which satisfy that minimum.
(4) When the offeror gives the first notice in relation to an offer he shall send a copy of it to the Company together with a declaration by him stating that the conditions for the giving of the notice are satisfied. A person who makes such a declaration must have reasonable grounds for believing it to be true.
(5) Where the offeror is a Body Corporate (whether or not a Company within the meaning of these Regulations) the declaration shall be signed by a director.
(6) If a person is proceeded against in respect of an alleged contravention for failing to send a copy of a notice as required by Article 149(4) it is a defence for him to prove that he took reasonable steps for securing compliance with that paragraph.
(7) Where during the period within which a take-over offer can be accepted the offeror acquires or contracts to acquire any of the Shares to which the offer relates but otherwise than by virtue of acceptances of the offer, then if:
(A) the value of that for which they are acquired or contracted to be acquired ("the acquisition value") does not at that time exceed the value of that which is receivable by an acceptor under the terms of the offer; or
(B) those terms are subsequently revised so that when the revision is announced the acquisition value, at the time mentioned in Article 149(7)(A), no longer exceeds the value of that which is receivable by an acceptor under those terms
the offeror shall be treated for the purposes of this Article 149 as having acquired or contracted to acquire those Shares by virtue of acceptances of the offer; but in any other case those Shares shall be treated as excluded from those to which the offer relates.
Amended (as from 5th April 2015).