Article 155 - Associates

(1) The requirement of Article 147(1) that a take-over offer must extend to all the Shares, or all the Shares of any class or classes, in a Company shall be regarded as satisfied notwithstanding that the offer does not extend to Shares which associates of the offeror hold or have contracted to acquire; but Shares which any such associate holds or has contracted to acquire, whether at the time when the offer is made or subsequently, shall be disregarded for the purposes of any reference in this Part to the Shares to which a take-over offer relates.
(2) Where during the period within which a take-over offer can be accepted any associate of the offeror acquires or contracts to acquire any of the Shares to which the offer relates, then, if the condition specified in Article 149(8)(A) or (B) is satisfied as respects those Shares they shall be treated for the purpose of that Article as Shares to which the offer relates.
(3) In Article 151(1)(B) and Article 151(2)(B) the reference to Shares which the offeror has acquired or contracted to acquire shall include a reference to Shares which any associate of his has acquired or contracted to acquire.
(4) In this Article 155, "associate", in relation to an offeror, means one or more of the following:
(A) a nominee of the offeror;
(B) a Holding Company, Subsidiary or fellow Subsidiary of the offeror or a nominee of such a Holding Company, Subsidiary or fellow Subsidiary; or
(C) a Body Corporate in which the offeror is substantially interested.
(5) For the purposes of Article 155(4)(B) a Company is a fellow Subsidiary of another Body Corporate if both are Subsidiaries of the same Body Corporate but neither is a Subsidiary of the other.
(6) For the purposes of Article 155(4)(C) an offeror has a substantial interest in a Body Corporate if:
(A) that body or its directors are accustomed to act in accordance with his directions or instructions; or
(B) he is entitled to exercise or control the exercise of one-third or more of the voting power at general meetings of that body; or
(C) he owns or controls directly or indirectly more than 20 percent of the Share capital.
(7) Where the offeror is an individual his associates shall also include his spouse and any child or step-child of his.
Amended (as from 5th April 2015).