Company

Takeover offer made in UK but not made in shareholder company's territory because of cost and procedural requirements - shareholder unable to avoid effect of valid notice to acquire its shares - variation in mechanics of offer and acceptance for overseas shareholders not affecting takeover offer itselfWinpar Holdings Ltd v Joseph Holt Group Plc: CA ( Peter Gibson, Buxton and Jonathan Parker LJJ):11 May 2001The applicant, an Australian company, had a minority shareholding in J Plc, for which a takeover offer was made by the acquiring company.Once more than 90% of the shareholders had accepted the offer the acquiring company served on the applicant a notice under section 429(1) of the Companies Act 1985 for compulsory acquisition of its shares.The applicant challenged the validity of the notice.

The deputy judge dismissed the challenge.

The applicant appealed.Stuart Adair (instructed by SJ Berwin & Co) for the applicant.

Philip Gillyon (instructed by Addleshaw Booth & Co, Manchester) for the acquiring company.Held, dismissing the appeal, that, while the mechanics of a takeover offer were variable so that there could be different provisions for offer and acceptance for residents in the UK and for those outside the UK, the validity of the offer itself was not thereby affected; and that a foreign shareholder company which did not receive offer documentation in a takeover bid because the offer had not been made in the company's territory due to difficult and costly requirements under local securities regulations could not avoid having to comply with a notice under section 429(1) of the Companies Act 1985 which entitled and obliged the acquiring company to acquire the outstanding shares owned by the foreign company under section 430(2) of the 1985 Act.