Revised Laws of Saint Lucia (2021)

201.   Definitions

In this Division—

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    (a)     “dissenting offeree”, if a take-over bid is made for all the shares of a class of shares—

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      (i)     means a shareholder of that class of share who does not accept the take-over bid, and

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      (ii)     includes a subsequent holder of that share who acquires it from the person mentioned in sub-paragraph (i);

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    (b)     “offer” includes an invitation to make an offer;

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    (c)     “offeree” means a person to whom a take-over bid is made;

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    (d)     “offeree company” means a company whose shares are the object of a take-over bid;

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    (e)     “offeror” means a person who makes a take-over bid otherwise than as an agent, and includes 2 or more persons who, directly or indirectly—

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      (i)     make take-over bids jointly or in concert, or

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      (ii)     intend to exercise, jointly or in concert, voting rights attached to shares for which a take-over bid is made;

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    (f)     “share” means a share with or without voting rights, and includes—

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      (i)     a debenture currently convertible into such a share,

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      (ii)     currently exercisable options and rights to acquire a share or such a convertible debenture;

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    (g)     “take-over bid” means an offer made by an offeror to shareholders of an offeree company to acquire all the shares of any class of issued shares of the offeree company, and includes every offer by an issuer to repurchase its own shares.