§ [No. 46]
§ Schedule 1, page 22, line 36, at end insert—
§ ("Acquisition of holdings of minority shareholders
§ 18A. Section 209 of the Companies Act 1948 (power to acquire shares of shareholders dissenting from scheme or contract approved by majority) shall have effect in relation to the transfer of shares or any class of shares in a company to the Agency and references to a transferee company in that section shall he construed accordingly.")
§ Lord KIRKHILL
My Lords, I beg to move that this House doth agree with the Commons in their Amendment No.46. This Amendment simply confers on the Scottish Development Agency certain benefits and obligations already enjoyed by companies under Section 209 of the Companies Act 1948. It would secure (subject to various conditions contained in that Section) that the Scottish Development Agency—like any other company—where it had acquired at least nine-tenths of the shares of a company (or a class of shares) for which it had made a takeover bid, will have a right to buy out the remaining dissenting shareholders at the price accepted by the majority, unless a court order is made to the contrary. If the Agency choose not to avail themselves of this right, then the dissenting shareholders may demand to be bought out at the price accepted by the majority or on terms agreed between the dissenting shareholders and the Agency or ordered by the courts. I commend this Amendment to your Lordships.
§ Moved, That this House doth agree with the Commons in the said Amendtment.—(Lord Kirkhill.)
§ On Question, Motion agreed to.