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Company Law Reform Bill [HL]

moved Amendment No. A168:"Page 438, leave out line 10 and insert—" ““(a)   the time and date of the offer document, and if no time is specified, the time shall be deemed to be the start of the date of the offer document;”” The noble Lord said: The amendment seeks to clarify the meaning of the expression,"““the date of the offer””." Section 428 of the Companies Act 1985 defines the meaning of ““takeover offer”” for the purposes of Part 13A of the Act, and it includes definitions of other relevant terms. In the definition of,"““the date of the offer””," the phrases,"““where the offer is published””" and ““date of publication”” are confusing. It is not clear in particular whether shares purchased by the offeror on the same day as the offer document is released but before its release are categorised as shares to which the offer relates. For the avoidance of doubt, the definition of ““date of offer”” should be changed to reflect the fact that the offer is considered to be made at the time of, and on the date borne by, the offer document. Where no time is specified in the offer document, only the shares held by the offeror as at the start of the date of the offer document should be excluded from the category of shares to which the offer relates. I should have said at the outset that in moving Amendment No. A168, I would speak also to Amendment No. A169. This amendment is designed to achieve the same end. The reason for my tabling it is that it is not clear what constitutes publication. There is a danger that references to,"““when notices of the offer are given””" could be taken as being a reference to an announcement that the offeror will make an offer, rather than to the making of the offer. I am sure that that is not the intention of the current wording. I beg to move.