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Company Law Reform Bill [HL]

The amendment raises an interesting conceptual issue—that is, whether the requirement to give notice of the sell-out right should be linked to the fulfilment of the relevant sell-out criteria or the time at which such criteria are fulfilled. The current draft provision in the Bill follows the existing drafting of Section 430A. It links the notice period to the time at which the conditions are achieved. We think that there is merit in staying with the tried and trusted formula in the Companies Act 1985. We firmly believe that the effect is that the notice of sell-out right must be given by the offeror within one month of the time at which the relevant sell-out conditions have been satisfied.