Article 151 - Right of minority Member to be bought out by offeror

(1) If in a case in which a take-over offer does not relate to Shares of different classes, at any time before the end of the period within which the offer can be accepted:
(A) the offeror has by virtue of acceptances of the offer acquired or contracted to acquire some (but not all) of the Shares to which the offer relates; and
(B) those Shares, with or without any other Shares in the Company which he has acquired or contracted to acquire, amount to not less than nine-tenths in nominal value of all the Shares in the Company
the holder of any Shares to which the offer relates who has not accepted the offer may by a written communication addressed to the offeror require him to acquire those Shares.
(2) If a take-over offer relates to Shares of any class or classes and at any time before the end of the period within which the offer can be accepted:
(A) the offeror has by virtue of acceptances of the offer acquired or contracted to acquire some (but not all) of the Shares of any class to which the offer relates; and
(B) those Shares, with or without any other Shares of that class which he has acquired or contracted to acquire, amount to not less than nine-tenths in nominal value of all the Shares of that class
the holder of any Shares of that class who has not accepted the offer may by a written communication addressed to the offeror require him to acquire those Shares.
(3) Within 1 month of the time specified in Article 151(1) the offeror shall give any Member who has not accepted the offer notice of the rights that are exercisable by him under that Article; and if the notice is given before the end of the period mentioned in that Article it shall state that the offer is still open for acceptance.
(4) A notice under Article 151(3) may specify a period for the exercise of the rights, conferred by this Article and in that event the rights shall not be exercisable after the end of that period; but no such period shall end less than 3 months after the end of the period within which the offer can be accepted.
(5) Article 151(3) does not apply if the offeror has given the Member notice in respect of the Shares in question under Article 149.
(6) If the offeror fails to comply with Article 151(3) he and, if the offeror is an Entity, every officer of the Entity who is in default or to whose neglect the failure is attributable, commits a contravention.
(7) If an offeror other than an Entity is proceeded against in respect of an alleged contravention for failing to comply with Article 151(3) it is a defence for him to prove that he took all reasonable steps for securing compliance with that Article.
Amended (as from 5th April 2015).