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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 39

Notification of acquisitions and disposals of shares
39. (1) For the purposes of the application of this section in relation to a
listed public company-

   (a)  each of the following periods is a relevant period:

        (i)    if a Part A statement is served on the company-

                (A)  the period commencing when the statement is served and
                     ending at the expiration of 28 days after the day on
                     which the statement is served or, if take-over offers are
                     dispatched pursuant to the statement within those 28
                     days, at the expiration of the period during which the
                     take-over offers remain open; and

                (B)  if take-over offers are dispatched, in accordance with an
                     order under section 46, pursuant to the statement- the
                     period during which the take-over offers remain open; and

        (ii)   if a take-over announcement is made in relation to shares in
               the company-the period commencing when the announcement is made
               and ending at the expiration of the period during which offers
               constituted by that announcement remain open; and

   (b)  a person is, at a relevant time, a prescribed person in relation to a
        period that is, by reason of the service of a Part A statement or the
        making of a take-over announcement, a relevant period in relation to
        the company if-

        (i)    he is the person who is, or one of the persons who constitute,
               the offeror under the take-over scheme to which the
               Part A statement relates or is the person or one of the persons
               who caused the take-over announcement to be made; or

        (ii)   he is, at that time, entitled to more than 5% of the voting
               shares in the company and he is not, and is not associated
               with, a person referred to in sub-paragraph (i).

(2) A person who, at the commencement of a period that is a relevant period in
relation to a listed public company, is a prescribed person in relation to
that period by reason of sub-paragraph (1) (b) (i) shall-

   (a)  serve on the stock exchange that is the home exchange in relation to
        the company, before 9.30 a.m. on the next trading day of that
        stock exchange after the date of commencement of that period, a notice
        in writing setting out-

        (i)    whether he has become entitled or ceased to be entitled to any
               voting shares in the company since the commencement of that
               period and, if so, the prescribed particulars of those shares;
               and

        (ii)   whether he is entitled to any voting shares in the company at
               the time when the notice is served and, if so, the prescribed
               particulars of those shares; and

   (b)  if, during that period, he becomes entitled or ceases to be entitled
        to any voting shares in the company and has not previously given a
        notice under this sub-section to that stock exchange by reason of his
        having become entitled or ceased to be entitled, as the case may be,
        to those shares, serve on that stock exchange, before 9.30 a.m. on the
        next trading day of that stock exchange after the day on which he so
        became entitled or ceased to be entitled to shares in the company, a
        notice in writing setting out-

        (i)    the prescribed particulars of those shares; and

        (ii)   if he is entitled to any voting shares in the company at the
               time when the notice is served-the prescribed particulars of
               those shares.

(3) A person who, during a period that is a relevant period in relation to a
listed public company, becomes a prescribed person in relation to that period
by reason of sub-paragraph (1) (b) (ii) (whether or not the person had
previously been a prescribed person in relation to that period) shall serve on
the stock exchange that is the home exchange in relation to the company,
before 9.30 a.m. on the next trading day of that stock exchange after the day
on which he so became a prescribed person, a notice in writing setting out-

   (a)  the prescribed particulars of the voting shares in the company to
        which he was entitled at the time when he so became a prescribed
        person; and

   (b)  if he is entitled to any voting shares in the company at the time when
        the notice is served-the prescribed particulars of those shares.

(4) Where-

   (a)  during a period that is a relevant period in relation to a
        listed public company, a person who is a prescribed person in relation
        to that period by reason of sub-paragraph (1) (b) (ii) ceases to be
        entitled to voting shares in the company; and

   (b)  as a result of his so ceasing to be entitled to those shares he ceases
        to be a prescribed person in relation to that period, the person shall
        serve on the stock exchange that is the home exchange in relation to
        the company, before 9.30 a.m. on the next trading day of that
        stock exchange after the day on which he ceased to be entitled to
        those shares, a notice in writing setting out the prescribed
        particulars of those shares and of any other voting shares in the
        company to which he became entitled or ceased to be entitled since he
        last served a notice under this section in relation to the company
        during that period or, if he has not previously served a notice during
        that period, since the commencement of that period.

(5) Where-

   (a)  during a period that is a relevant period in relation to a
        listed public company, a person becomes entitled or ceases to be
        entitled to voting shares in the company at a time when he is a
        prescribed person in relation to that period by reason of
        sub-paragraph (1) (b) (ii);

   (b)  the number of voting shares in the company to which he is entitled
        immediately after he becomes entitled or ceases to be entitled to the
        first-mentioned shares-

        (i)    is greater or less than the number of voting shares in the
               company to which he was entitled at the time when he last
               served a notice under this section in relation to the company
               during that period or, if he has not previously served a notice
               during that period, the number of voting shares in the company
               to which he was entitled at the commencement of that period;
               and

        (ii)   is so greater or less by a number of voting shares that is not
               less than 1% of the voting shares in the company; and

   (c)  the person has not ceased to be a prescribed person, the person shall
        serve on the stock exchange that is the home exchange in relation to
        the company, before 9.30 a.m. on the next trading day of that
        stock exchange after the day on which he became entitled or ceased to
        be entitled to those first-mentioned shares, a notice in writing
        setting out-

   (d)  the prescribed particulars of those first-mentioned shares and of any
        other voting shares in the company to which he became entitled or
        ceased to be entitled since he last served a notice under this section
        in relation to the company during that period or, if he has not
        previously served a notice during that period, since the commencement
        of that period; and

   (e)  if he is entitled to any voting shares in the company at the time when
        the notice is given-the prescribed particulars of those shares.

(6) In a prosecution of a person for failing to serve a notice on a stock
exchange under this section, it is a defence if the defendant establishes
that-

   (a)  at the time when he was required to serve the notice he was not aware
        of a fact or occurrence that gave rise to the requirement; and

   (b)  he did not become aware of that fact or occurrence before the
        expiration of the relevant period or, if he became so aware before the
        expiration of that period, he served the notice on the next
        trading day of the stock exchange after he became so aware.

(7) A person is not required on any day to serve more than one notice under
this section in relation to the same company.

(8) Where each of 2 or more persons would, but for this sub-section, be
required to serve a notice under sub-section (5) in relation to the same
shares in a company by reason that each of them has become entitled or each of
them has ceased to be entitled to those shares, it is sufficient compliance
with that sub-section if one only of them serves the notice.

(9) The prescribed particulars in relation to shares in a company to which a
person is entitled (in this sub-section referred to as "relevant shares") are-

   (a)  the number of relevant shares;

   (b)  if shares in the company are divided into 2 or more classes-the number
        of relevant shares in each class;

   (c)  if to the knowledge of the person another person is also entitled to
        the relevant shares-the name of that other person and a statement as
        to which of the persons entitled to the shares has a relevant interest
        in the shares; and

   (d)  such other matters (if any) as are prescribed.

(10) The prescribed particulars in relation to shares in a company to which
a person has become entitled (in this sub-section referred to as "relevant
shares") are-

   (a)  the number of relevant shares;

   (b)  the consideration (if any) for the acquisition of each share (whether
        in the company or in another corporation) by virtue of which the
        person became entitled to the relevant shares;

   (c)  if shares in the company are divided into 2 or more classes-the number
        of relevant shares in each class;

   (d)  if the person became entitled to the relevant shares by reason of a
        contract that contained provisions of a prescribed kind-particulars of
        those provisions; and

   (e)  such other matters (if any) as are prescribed.

(11) The prescribed particulars in relation to shares in a company to which a
person has ceased to be entitled (in this sub-section referred to as

"relevant shares") are-

   (a)  the number of relevant shares;

   (b)  the consideration (if any) for the disposal of each share (whether in
        the company or in another corporation) by virtue of which the person
        ceased to be entitled to the relevant shares;

   (c)  if shares in the company are divided into 2 or more classes-the number
        of relevant shares in each class;

   (d)  if the person ceased to be entitled to the relevant shares by reason
        of a contract that contained provisions of a prescribed
        kind-particulars of those provisions; and

   (e)  such other matters (if any) as are prescribed.

(12) A notice served under this section that specifies, in accordance with
paragraph (10) (b) or (11) (b), consideration for 2 or more acquisitions of
shares, 2 or more disposals of shares, or an acquisition or acquisitions of
shares and a disposal or disposals of shares, shall, if the consideration in
respect of 2 or more of the transactions consisted only of a cash sum, also
specify separately the higher or highest such sum paid or payable or received
or receivable for any of the shares referred to in that notice. 


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