Section 61 — Companies Act 1993: Special offers to acquire shares

61 Special offers to acquire shares (1) The board may make an offer under section 60(1)(b)(ii) of this Act only if it has previously resolved— (a) That the acquisition is of benefit to the remaining shareholders; and (b) That the terms of the offer and the consideration offered for the shares are fair and reasonable to the remaining shareholders. (2) The resolution must set out in full the reasons for the directors' conclusions. (3) The directors who vote in favour of a resolution required by subsection (1) of this section must sign a certificate as to the matters set out in that subsection. (4) A board must not make an offer under section 60(1)(b)(ii) of this Act if, after the passing of a resolution under subsection (1) of this section and before the making of the offer to acquire the shares, the board ceases to be satisfied that— (a) The acquisition is of benefit to the remaining shareholders; or (b) The terms of the offer and the consideration offered for the shares are fair and reasonable to the remaining shareholders. (5) Before an offer is made pursuant to a resolution under subsection (1) of this section, the company must send to each shareholder a disclosure document that complies with section 62 of this Act. (6) The offer must be made not less than 10 working days and not more than 12 months after the disclosure document has been sent to each shareholder. (7) Nothing in subsections (5) and (6) applies to an offer to a shareholder by a company if— (a) the company is a party to a listing agreement with a registered exchange (within the meaning of section 2(1) of the Securities Markets Act 1988 ); and (b) the offer is to acquire fewer of the shares quoted on the registered exchange's market than is the minimum holding of shares in the company determined by that exchange. (8) A shareholder or the company may apply to the Court for an order restraining the proposed acquisition on the grounds that— (a) It is not in the best interests of the company and of benefit to remaining shareholders; or (b) The terms of the offer and the consideration offered for the shares are not fair and reasonable to the company and remaining shareholders. (9) Every director who fails to comply with subsection (3) of this section commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act. (10) If a company fails to comply with subsection (5) of this section,— (a) The company commits an offence and is liable on conviction to the penalty set out in section 373(1) of this Act; and (b) Every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(1) of this Act. The original subsection (7) was amended, as from 1 July 1994, by section 9 Companies Act 1993 Amendment Act 1994 (1994 No 6) by substituting the words “ minimum holding ” for the words “ marketable parcel ” . Subsection (7) was substituted, as from 1 December 2002, by section 30 Securities Markets Amendment Act 2002 (2002 No 44).