Article 153 - Applications to the QFC Civil and Commercial Court
(1) Where a notice is given under Article 149 to the holder of any
Shares the QFC Civil and Commercial Court may, on an application made by him within 6 weeks from the date on which the notice was given:
(A) order that the offeror shall not be entitled and bound to acquire the
(B) specify terms of acquisition different from those of the offer.
(2) If an application to the
QFC Civil and Commercial Court under Article 153(1) is pending at the end of the period mentioned in Article 150(5) that Article shall not have effect until the application has been disposed of.
(3) Where the holder of any
Shares exercises his rights under Article 151 the QFC Civil and Commercial Court may, on an application made by him or the offeror, order that the terms on which the offeror is entitled and bound to acquire the Shares shall be such as the QFC Civil and Commercial Court thinks fit.
(4) No order for costs or expenses shall be made against a
Member making an application under Article 153(1) or (3) unless the QFC Civil and Commercial Court considers:
(A) that the application was unnecessary, improper or vexatious; or
(B) there has been unreasonable delay in making the application or unreasonable conduct on his part in conducting the proceedings on the application.
(5) Where a take-over offer has not been accepted to the extent necessary for entitling the offeror to give notices under Article 149(1) or (2) the
QFC Civil and Commercial Court may, on the application of the offeror, make an order authorising him to give notices under that Article if satisfied:
(A) that the offeror has after reasonable enquiry been unable to trace one or more of the persons holding
Shares to which the offer relates;
(B) that the
Shares which the offeror has acquired or contracted to acquire by virtue of acceptances of the offer, together with the Shares held by the person or persons mentioned in sub-paragraph (A), amount to not less than the minimum specified in that Article; and
(C) that the terms offered are fair and reasonable
QFC Civil and Commercial Court shall not make an order under this Article unless it considers that it is just and equitable to do so having regard, in particular, to the number of Members who have been traced but who have not accepted the offer.
|Amended (as from 5th April 2015).|