Section 60 — Companies Act 1993: Board may make offer to acquire shares

60 Board may make offer to acquire shares (1) The board of a company may make an offer to acquire shares issued by the company if the offer is— (a) An offer to all shareholders to acquire a proportion of their shares, that— (i) Would, if accepted, leave unaffected relative voting and distribution rights; and (ii) Affords a reasonable opportunity to accept the offer; or (b) An offer to one or more shareholders to acquire shares— (i) To which all shareholders have consented in writing; or (ii) That is expressly permitted by the constitution, and is made in accordance with the procedure set out in section 61 of this Act. (2) Where an offer is made in accordance with subsection (1)(a) of this section,— (a) The offer may also permit the company to acquire additional shares from a shareholder to the extent that another shareholder does not accept the offer or accepts the offer only in part; and (b) If the number of additional shares exceeds the number of shares that the company is entitled to acquire, the number of additional shares shall be reduced rateably. (3) The board may make an offer under subsection (1) of this section only if it has previously resolved— (a) That the acquisition in question is in the best interests of the company; and (b) That the terms of the offer and the consideration offered for the shares are fair and reasonable to the company; and (c) That it is not aware of any information that will not be disclosed to shareholders— (i) Which is material to an assessment of the value of the shares; and (ii) As a result of which the terms of the offer and consideration offered for the shares are unfair to shareholders accepting the offer. (4) The resolution must set out in full the reasons for the director's conclusions. (5) The directors who vote in favour of a resolution required by subsection (3) of this section must sign a certificate as to the matters set out in that subsection, and may combine it with the certificate required by section 52 of this Act and any certificate required under section 61 of this Act. (6) The board of a company must not make an offer under subsection (1) of this section if, after the passing of a resolution under subsection (3) of this section and before the making of the offer to acquire the shares,— (a) The board ceases to be satisfied that the acquisition in question is in the best interests of the company; or (b) The board ceases to be satisfied that the terms of the offer and the consideration offered for the shares are fair and reasonable to the company; or (c) The board becomes aware of any information that will not be disclosed to shareholders— (i) Which is material to an assessment of the value of the shares; or (ii) As a result of which the terms of the offer and consideration offered for the shares would be unfair to shareholders accepting the offer. (7) Every director who fails to comply with subsection (5) of this section commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act.