Clause 46

An offeror corporation may vary a take-over offer by increasing the consideration offered either in relation to the whole or part thereof.(2) An offeror corporation may vary a take-over offer by extending the period during which it remains open for acceptance and where an offeror corporation so varies a take-over offer which is conditional upon acceptances being received in respect of a minimum percentage of shares it may vary the date specified in the take-over for declaring the take-over offer to be unconditional as required by sub-paragraph (a) of paragraph 4 of Part A of the Tenth Schedule (so long as such varied date is not later than sixty days from the date of despatch of the offer, unless the Registrar in a competitive situation agrees to an extension beyond this period) and it may vary the further period during which the take-over offer is, in accordance with sub-paragraph (b) of the said paragraph 4, open for acceptance after the take-over offer is declared unconditional (provided such further period is not less than fourteen days after the varied date on which the offer would otherwise have expired).(3) Where the consideration offered for the shares proposed to be acquired under the take-over offer is varied under subsection (1), each person whose shares are acquired before or after the variation under a like take-over offer is entitled to receive consideration as varied accordingly.(4) Where an offeror corporation varies a take-over offer, he shall forthwith give to the offeree company and to each shareholder of the offeree company to whom a like take-over offer has been made a notice in writing in accordance with subsection (5) and shall forthwith lodge with the Registrar and a Stock Exchange, (if such corporation is a corporation that is quoted on any Stock Exchange) a copy of that notice.(5) The notice shall set out in an appropriate form particulars of such modifications of the Part B statement given under paragraph (a) of subsection (2) of section 179 as are necessary having regard to the variations.(6) For the avoidance of doubt it is hereby declared that when a take-over offer is varied in accordance with this section, it shall not be necessary for the offeror corporation to give or cause to be given to the offeree company a fresh notice in writing of the take-over scheme pursuant to subsection (2) of section 179 and the take-over as varied shall be deemed to be part of the take-over scheme and section 179 and the Tenth Schedule shall apply mutatis mutandis to the varied offer as it applied to the previous offer before it was varied.”.