Select Committee on Enterprise and Economic Strategy debate -
Wednesday, 11 Dec 1996

SECTION 8.

Mr. Rabbitte

I move amendment No. 12:

In page 10, subsection (1), between lines 8 and 9, to insert the following:

"(d) specifying circumstances in which a person shall be presumed, until the contrary is established to the satisfaction of the Panel, to be acting in concert with another person as respects a takeover or other relevant transaction.".

This amendment is included at the request of the interim panel. The basis for it is that the panel must not be prohibited from taking rapid action where situations warranting their intervention arise. The panel could be seriously inhibited in its actions if there was an obligation on it to establish in the case of a particular transaction that certain parties were acting in concert. This is why the panel considers it essential that the legislation should specifically enable it to make rules specifying circumstances where persons shall be presumed to be acting in concert unless or until the contrary is established to the satisfaction of the panel. This places the onus on these parties to prove that they are not acting in concert.

Amendment agreed to.

Chairman

Amendments Nos. 13 and 14 are related and, by agreement, may be discussed together.

Mr. Rabbitte

I move amendment No. 13:

In page 10, subsection (3) (a), lines 34 and 35, to delete "those persons, shall make an offer" and substitute "such one or more of those persons as the Panel shall determine pursuant to the rules, shall make an offer or offers".

It is proposed that Government amendments Nos. 13 and 14 should be taken together. The principle involved in the initial amendment, and other parentheses of the second one, is that the panel may impose obligations on an individual member of a concert party or whatever combination of members of the concert party that the panel decides is appropriate. Paragraph (ii) of the second amendment reads on from "the proportion of securities" and is simply a more precise description than the earlier one of the particular situation in which the panel may make rules.

Amendment agreed to.

Mr. Rabbitte

I move amendment No. 14:

In page 10, subsection (3) (b), to delete lines 42 to 50, and substitute the following:

"(i) a person, or persons acting in concert (or such one or more of those persons as the Panel shall determine pursuant to the rules), who acquire control of a relevant company wholly or partly by reason of a redemption or purchase by that company of its own securities, or

(ii) a person, or persons acting in concert (or such one or more of those persons as the Panel shall determine pursuant to the rules), who control a relevant company where, subsequent to that person or those persons acquiring such control, the proportion of securities in that company held by that person or any one or more of those persons is, in a specified period, increased by a specified percentage by reason of a redemption or purchase by that company of its own securities.".

Amendment agreed to.

Mr. Rabbitte

I move amendment No. 15:

In page 11, lines 1 to 6, to delete subsection (4) and substitute the following:

"(4) The Panel shall, in accordance with subsection (5), make rules specifying requirements to be complied with by a party to a takeover or other relevant transaction, being requirements the specification of which the Panel considers necessary or expedient for the purpose of any case in which the provisions of the Mergers, Take-overs and Monopolies (Control) Act, 1978, fall to be applied to the takeover or other relevant transaction.".

This amendment is a redraft of the text of the original subsection (4) for the purposes of clarity. The panel had fears that the former draft of this subsection, when read in conjunction with the following subsection, was susceptible to misinterpretation. It felt that it could be read as obliging them to submit all rules for the Minister's approval, which is absolutely not the case. The present text removes any such doubt.

Amendment agreed to.

Section 8, as amended, agreed to.

SECTION 9.

Mr. Rabbitte

I move amendment No. 16:

In page 12, subsection (3) (e), line 14, after "otherwise)", to insert "on the same terms as those on which the offer was originally made or on such other terms as are specified in the direction".

This subsection allows the panel to give specific directions to a party to a takeover following the relevant transaction. The provision in question allows the panel to give a direction that an offer that has lapsed must be renewed. The amendment proposed would allow the panel to set out the terms on which such an offer would be renewed.

Amendment agreed to.

Mr. Rabbitte

I move amendment No. 17:

In page 12, subsection (3), between lines 34 and 35, to insert the following:

"(k) in case—

(i) the party has confirmed (following a request made of him or her to do so by the offeror pursuant to rules under section 8) that there are available to the offeror resources of such an amount as will enable the offer concerned, if it is fully accepted, to be implemented, and

(ii) resources of such an amount are not available to the offeror,

provide himself or herself resources of such an amount as will enable that offer, if it is fully accepted, to be implemented.".

Amendment agreed to.

Section 9, as amended, agreed to.