I move that the Committee agree with the Seanad in amendment No. 2:
Section 1: In page 4, subsection (1), lines 21 and 22, the definition of "offeree" deleted, and the following substituted:
"‘offeree' means a relevant company—
(a) any securities of which are the subject of an offer that has been made or is intended or required to be made, or
(b) in respect of which, or in connection with which, a person does any act in contemplation of making an offer to holders of securities in that company;".
These and subsequent amendments to sections 16 and 20 were sought by the interim panel after the Bill had passed all Stages in the House. The panel's proposals were the subject of detailed consultations with my Department and the parliamentary draftsman. I am satisfied the amendments are necessary for reasons that I will explain in a moment.
In relation to amendments Nos. 2 and 3, the panel see it as essential to expand the existing definition of "offeror" and "offeree". The reason is that the former, i.e. "offeror" is defined as a person who makes an offer while the latter is defined as a company which is the subject of an offer. When one looks at the definition in the Bill of "offer" one sees it is defined as an offer made to the holders of securities. The effect of these three definitions is to limit the applicability of the terms "offeror" and "offeree" to a situation where an offer has been made; in other words, neither of these parties comes into existence until an offer is made.
The problem with anchoring the definitions of "offeror" and "offeree" to the point where an offer is made is that the panel wishes to regulate for an entire range of scenarios and to be able to make and impose rules, rulings, directions and so on on the "offeror" and "offeree" in respect of certain of their actions taken prior to the stage where an offer is actually made. That is the point of the revamping of the definition — where an offer is contemplated prior to its being made. What the panel has requested is that the definition of "offeror" and "offeree" be redrafted to take in all stages, literally between the point of conception of an offer right through to the making of such an offer. The revised wordings are in amendments Nos. 2 and 3.