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Article 8

SCHEDULE 6 SAVINGS

Savings for provisions relating to takeovers

1.  The repeal of sections 428 to 430F of the 1985 Act(37) and of Articles 421 to 423F of the 1986 Order(38) (takeover offers) by article 5 does not affect the operation of those provisions in relation to a takeover offer where the date of the offer is before 6th April 2007.

The “date of the offer” for this purpose is the same as for the purposes of section 428(1) of the 1985 Act or Article 421(1) of the 1986 Order.

2.  The revocation of the Interim Regulations(39) by article 7 does not affect the operation of Part 5 of those Regulations (squeeze-out and sell-out) in relation to a takeover offer where the date of the offer is before 6th April 2007.

3.  The revocation of the Interim Regulations by article 7, and the coming into force of section 949 of the Companies Act 2006 (offence of disclosure in contravention of section 948), and in particular of section 949(2)(b), by virtue of article 2, does not affect the continued operation of regulation 8(2)(b) of the Interim Regulations in respect of offences committed prior to 6th April 2007.

Saving for provisions relating to community interest companies

4.  A community interest company in relation to which regulations 7 to 9 of the 2005 Regulations (matters to be included in memorandum and articles) were complied with immediately before the coming into force of this Order need not alter its memorandum or articles to take account of any amendment made by this Order.

Saving for provision relating to directors’ report

5.  The repeal by article 5 of paragraphs 2, 2A and 2B of Schedule 7 to the 1985 Act(40) and of paragraphs 2, 2A and 2B of Schedule 7 to the 1986 Order(41) (directors’ interests) does not affect the operation of these provisions in relation to any directors’ report referred to in section 234 of the 1985 Act(42) or Article 242 of the 1986 Order(43) that is approved before 6th April 2007.

EXPLANATORY NOTE

(This note is not part of the Order)

This is the second Commencement Order made under the Companies Act 2006 (c.46) (“the Act”). The Order brings various provisions of the Act into force on 6th April 2007.

Article 2(1)(a) brings into force section 2 of the Act (the Companies Acts) subject to a transitional adaptation.

Article 2(1)(b) brings into force Part 28 of and Schedule 2 to the Act (takeovers etc). Two existing regimes apply to takeover offers. The Takeovers Directive (Interim Implementation) Regulations 2006 (S.I. 2006/1183) (“the Interim Regulations”), which apply to offers covered by Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on Takeover Bids (O.J. No. L142, 30.4.2004) (“ the Takeovers Directive”), are revoked by article 8 as from 6th April 2007. The repeals of Part 13A of the Companies Act 1985 (c.6) and Part 12 of the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), which apply in the case of offers not covered by the Takeovers Directive, are brought into force by this Order as from that date (article 6). Article 7 makes amendments to primary and secondary legislation consequential on Part 28. In relation to takeovers, article 9 and Schedule 6 save the effect of the 1985 Act and the Interim Regulations as follows. Paragraph 1 of Schedule 6 makes provision in relation to squeeze-out and sell-out for non-Takeovers Directive bids, paragraph 2 makes provision in relation to squeeze-out and sell-out for Takeovers Directive bids, and paragraph 3 saves regulation 8(2)(b) of the Interim Regulations in respect of offences committed before 6th April 2007.

Article 2(1)(d) brings into force section 1284(1) (extension of the Companies Acts to Northern Ireland) for the purpose of extending to Northern Ireland the provisions on community interest companies contained in Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27) (“the 2004 Act”). The repeal of Part 3 of the Companies (Audit, Investigations and Community Enterprise) Order 2005 (S.I. 2005/1967 (N.I. 17)) (“the 2005 Order”), which made corresponding provision for Northern Ireland and is not yet in force, is brought into force by this Order. Article 7(2) and Schedule 4 amend the 2004 Act, and the Community Interest Company Regulations 2005 (S.I. 2005/1788) made under it, so that they can work alongside the existing Northern Ireland companies legislation pending the implementation of a single UK companies regime. They also make consequential amendments of other enactments.

Article 11(2) restores the application to limited liability partnerships of a provision of the 1985 Order the repeal of which had been brought into force by S.I. 2006/3428 without a saving in respect of its application to limited liability partnerships.

NOTE AS TO EARLIER COMMENCEMENT ORDER

(This note is not part of the Order)

The provisions of the Companies Act 2006 in respect of which an entry is made in the table below have been brought into force on the date specified alongside their entry by S.I. 2006/3428 (C. 132).