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COMPANIES (ACQUISITION OF SHARES) ACT 1980 No. 64 of 1980 - SECT 8

Other interpretative and evidentiary provisions
8. (1) For the purposes of this Act, where the shares in a company are not
divided into 2 or more classes, those shares shall be deemed to constitute a
class.

(2) In this Act-

   (a)  a reference to an offeror who does not propose to acquire all the
        shares in a company that are included in a class of shares shall be
        construed as a reference to an offeror who has made offers under a
        take-over scheme in accordance with sub-paragraph 16 (2) (a) (i) in
        respect of shares included in that class of shares, being offers in
        which the number of shares specified in accordance with sub-paragraph
        16 (2) (f) (iii) (or, if that number is expressed as a percentage, the
        number of shares represented by that percentage) is less than the
        total number of shares in the target company included in that class of
        shares (excluding any shares included in that class to which the
        offeror is entitled), and a reference to the number of shares proposed
        to be acquired by such an offeror shall be construed as a reference to
        the number of shares so specified; and

   (b)  a reference to an offeror who proposes to acquire all the shares in a
        company that are included in a class of shares shall be construed as a
        reference to an offeror who has made offers under a take-over scheme
        in accordance with sub-paragraph 16 (2) (a) (i) in respect of shares
        included in that class of shares other than an offeror referred to in
        paragraph (a) of this sub-section.

(3) A reference in this Act other than section 25 to the period during which
an offer under a take-over scheme or made by virtue of a take-over
announcement remains open shall, in the case of an offer that is accepted, be
construed as a reference to the period during which the offer would have
remained open if it had not been accepted.

(4) In relation to a company the whole or a portion of the share capital of
which consists of stock, a reference in this Act to a number of shares
(including a number expressed as a percentage) shall, in relation to an amount
of stock, be construed as a reference to the amount of stock that represents
that number of shares.

(5) For the purposes of this Act-

   (a)  a parcel of shares in a listed public company constitutes an odd lot
        if the number of shares in that parcel is less than one
        marketable parcel of shares in that company; and

   (b)  if the number of shares in a parcel of shares in a
        listed public company is greater than one marketable parcel of shares
        in that company and, after excluding so many of the shares in that
        parcel as constitute a marketable parcel or marketable parcels of
        shares in that company, a number of shares remains, that remaining
        number of shares constitutes an odd lot.

(6) In this Act-

   (a)  a reference to an offeror or an on-market offeror shall, if 2 or more
        persons constitute an offeror or an on-market offeror, be construed as
        a reference to those persons or either or any of them; and

   (b)  a reference to a person associated with an offeror or an on-market
        offeror shall, if 2 or more persons constitute an offeror or an
        on-market offeror, be construed as a reference to a person associated
        with those persons or with either or any of them.

(7) In this Act, a reference to entering into a transaction in relation to
shares includes-

   (a)  a reference to entering into or becoming a party to an agreement,
        arrangement, understanding or undertaking, whether formal or informal
        and whether express or implied, in relation to shares; and

   (b)  a reference to exercising an option to have shares allotted.

(8) In this Act, a reference to a corporation or to a body corporate includes
a reference to an unincorporated society, association or other body that is
for the time being declared by the Commission, by notice in writing published
in the Gazette, to be a corporation or to be a body corporate, as the case may
be, for the purposes of this Act.

(9) A reference in sub-section 13 (3) or 40 (3) to an acquisition of shares in
a company at an official meeting of a stock exchange in the ordinary course of
trading on the stock market of that stock exchange does not include-

   (a)  a reference to an acquisition of shares pursuant to a transaction that
is a "crossing" within the meaning of the business rules or listing rules of
that stock exchange; or

   (b)  a reference to an acquisition of shares pursuant to a transaction
        that, when it is reported to the relevant stock exchange, is, pursuant
        to the business rules or listing rules of that stock exchange,
        described as

"special".

(10) In any proceedings under or arising out of this Act, a person shall, in
the absence of proof to the contrary, be presumed to have been aware at a
particular time of a fact or occurrence of which a servant or agent of the
person having duties or acting on behalf of his master or principal in
connection with the matter to which the proceedings relate was aware at the
time. 


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