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See Compulsory acquisition. CA 2006, ss 974–991 contains provisions enabling an offeror, following a takeover offer, to acquire offeree shares for which acceptances have not been received or given under the offer on the same terms as the offer. The exercise of squeeze-out rights is dependent on the offeror having acquired or contracted to acquire at least 90% of the shares to which the offer relates and, if relevant, at least 90% of the voting rights carried by such shares.

Produced with input from Rebecca Cousin of Slaughter and May on market practice. The Companies Act 2006 (CA 2006) contains provisions enabling or requiring an offeror, following a takeover offer, to acquire offeree shares for which acceptances have not been received or given under the offer, referred to as: • squeeze-outs: an offeror’s right to compulsorily purchase the shares of non-assenting shareholders • sell-outs: non-assenting shareholders’ rights to require the offeror to purchase their shares in each case on the same terms as the offer. These statutory provisions apply to both public and private UK companies wherever there is a 'takeover offer' as defined by CA 2006 (see Requirement for a takeover offer below). There is no requirement for the offer to be regulated by the City Code on Takeovers and Mergers (Code). They therefore do not have any relevance to takeovers structured as schemes of arrangement where an offeror will acquire 100% control once the scheme becomes effective. The provisions in Chapter 3 of Part 28 of the

Law360: Defined benefit pension schemes with assets between £10m (US$12.7m) and £250m are the new 'squeezed middle' in the retirement savings market, Hymans Robertson has said, encouraging those plans to remain flexible amid the challenges they face.

[Letterhead of offeror] To: [insert name and address of shareholder] [insert date] Dear Shareholder Offer by [insert name of offeror] (the Offeror) to acquire [all] the issued [and to be issued] [ordinary] shares of [insert value]p each (ordinary shares) of [insert name of offeree] PLC (the Company) [(other than those already owned by the Offeror)] (the Offer). We refer to the offer document dated [insert date] (the Offer Document) in which we offered to acquire all the issued [and to be issued] ordinary share capital of the Company[(other than shares already owned by the Offeror)]. As you may be aware, the Offer was declared unconditional on [insert date][, and closed on [insert date]]. As at 3.00 pm on this [last] date, acceptances had

[Letterhead of offeror] The Directors [insert name and address of offeree] [insert date] Dear Directors Offer by [insert name of offeror] (the Offeror) to acquire [all] the issued [and to be issued ] [ordinary] shares of [insert value]p each (ordinary shares) in [insert name of offeree]Plc (Company) [(other than those already owned by the Offeror) ](the Offer) We refer to the offer document dated [insert date] (the Offer Document) in which we offered to acquire all the issued [and to be issued] ordinary share capital of the Company.

1. What is the applicable legislation? Sri Lanka encourages FDI and is largely unrestricted except for a few areas. The Foreign Exchange Act No. 12 of 2017 (FEA) and the Regulations remain the primary legal framework on investments to Sri Lanka. The Board of Investment of Sri Lanka (BOI) is Sri Lanka’s investment facilitator governed by the Board of Investment Law No. 4 of 1978 (BOI Law). The Colombo Port City Economic Commission Act No. 11 of 2021 (CPCEC Act), together with the Regulations including the Foreign Exchange (Investments in Colombo Port City) Regulations No. 1 of 2022, govern investments into Sri Lanka’s newest Special Economic Zone – the Colombo Port City (SEZ). Other laws facilitating investment include: • Strategic Development Projects Act, No. 14 of 2008 (SDP Act), together with the Regulations • The Finance Act – Commercial

NOTE—to see whether notification thresholds in Sri Lanka and throughout the world are met, see further: Where to Notify. 1. Have there been any recent developments regarding the merger control regime in Sri Lanka and are any updates or developments expected in the coming year? Are there any other ‘hot’ merger control issues in Sri Lanka? There is no law in Sri Lanka that specifically deals with merger control. The provisions relating to anti-competitive practices set out in the Consumer Affairs Authority Act No 9 of 2003 (the Consumer Affairs Authority Act) are, however, relevant to the merger control regime. Accordingly, there is no mandatory merger notification/clearance regime or standstill obligation in Sri Lanka. A merger may be scrutinised under the Consumer Affairs Authority Act only if it amounts to the prevalence of an 'anti-competitive practice' within the meaning of the Consumer Affairs Authority Act. As per the Consumer Affairs Authority Act, an anti-competitive practice is deemed to prevail under the Consumer Affairs Authority Act where a person in the course of business, pursues

Arbitration analysis: The Tribunal corrected the sum originally awarded against the Borrowers in a Corrected Award to include the undisputed agreed return payable to the Lender, addressing its omission to include it in the Original Award. The Borrowers sought to set aside the Corrected Award and challenged the enforcement of the Corrected Award. However, the application to set aside was dismissed and enforcement was allowed. The Borrowers appealed to the Supreme Court, primarily contending that the corrections were; outside the scope of permitted corrections in section 27 (1) (a) of the Arbitration Act No 11 of 1995 (the ‘Act’), done without an oral hearing in terms of section 15 (2) of the Act, and not done within the 14-days limit in Section 27 (2), and consequently, permitting the enforcement of the Corrected Award was contrary to public policy. The Supreme Court held that the corrections were permissible and within the Tribunal’s authority; that written objections sufficed under section 15 (2) of the Act in respect of non-substantive matters; and that the Borrowers failed to establish that the correction was out of time though having the burden to do so. The court dismissed public policy violation claims, noting that the alleged procedural irregularities did not fundamentally affect justice. Written by Chanaka De Silva President’s counsel, partner at Nithya Partners.

Law360: One of the UK's largest wealth managers said on 28 February 2024 that it has set aside £426m for potential refunds to clients that have complained they did not receive financial advice they paid for.

Essentially a mechanism which may be incorporated into a share offer to stabilise the price of shares in the market where there is volatility in the share price immediately after the offer. Typically stabilisation takes the form of an over-allotment option or a Greenshoe option. More specifically, stabilisation is defined in article 3(2)(d) of the UK Market Abuse Regulation as ‘a purchase or offer to purchase securities, or a transaction in associated instruments equivalent thereto, which is undertaken by a credit institution or an investment firm in the context of a significant distribution of such securities exclusively for supporting the market price of those securities for a predetermined period of time, due to a selling pressure in such securities’. The UK Market Abuse Regulation provides that certain stabilisation conduct does not constitute market abuse where it conforms with the requirements in the UK Buy Back and Stabilisation Regulation (Retained Regulation (EU) 2016/1052).

This Practice Note considers the nature and purpose of stabilisation, the process of stabilisation, the potential offences that may arise when carrying out stabilisation and the safe harbour defence under the UK Market Abuse Regulation (Assimilated Regulation (EU) No 596/2014) and the UK Buy-back and Stabilisation Regulation (Assimilated Regulation (EU) 2016/1052 supplementing the Market Abuse Regulation with regard to regulatory technical standards for the conditions applicable to buy-back programmes and stabilisation measures). For details of the stamp duty and stamp duty reserve tax implications of a stabilisation transaction see Practice Note: Stamp duty and SDRT implications of stabilisation transactions, including the over-allotment or greenshoe option (a subscription to Lexis+® UK Tax will be required). What is stabilisation? Stabilisation is essentially the artificial manipulation of the market price of securities in order to maintain the price at a certain level and achieve a stable market in the securities. This could potentially constitute a number of offences in various jurisdictions, including market abuse under the UK Market Abuse Regulation. However, the UK Market Abuse Regulation expressly