Commonwealth Numbered Regulations

1986 No. 34 COMPANIES (ACQUISITION OF SHARES) REGULATIONS (AMENDMENT) - REG 4

4. Regulation 5A of the Companies (Acquisition of Shares) Regulations is
amended by adding at the end the following sub-regulation:

"(2) For the purposes of paragraph 16 (2A) (a) of the Act, a Part A statement
relating to an offer by an offeror that is or includes a corporation to
acquire shares under a take-over scheme shall, where-

   (a)  the consideration specified in the offer is not, and does not include,
        marketable securities or promissory notes; and

   (b)  each offer under the scheme is subject to a condition requiring the
        making of a payment (whether by way of making a loan, subscribing for
        shares or otherwise) by the offeree to that offeror, set out, in
        respect of the offeror-

   (c)  a report by a registered company auditor of that corporation (to be
        headed 'Investigating Accountant's Report') containing the matters
        that would be required to be contained in a report pursuant to
        paragraph 98 (1) (e) of the Companies Act 1981 concerning that
        corporation if the statement were a prospectus issued in respect of
        that corporation on the date on which the statement is registered
        under section 18 of the Act;

   (d)  a report by the directors of that corporation containing the matters
        that would be required to be contained in a report pursuant to clause
        21 of Schedule 4 to the Companies Regulations concerning that
        corporation if the statement were a prospectus issued on the date on
        which the statement is registered under section 18 of the Act; and

   (e)  in respect of each report referred to in paragraph (a) or (b), a
        statement that the person, or each of the persons, making the report
        consents to that report being set out in that Part A statement.".