Form 980DEC UK: Squeeze-Out Declaration Notice

What this document is

Form 980DEC is a statutory declaration used under Part 28 of the Companies Act 2006, which governs takeovers. It supports the compulsory acquisition, or 'squeeze-out', procedure that allows a successful bidder to acquire the shares of minority holders who have not accepted the offer, provided certain thresholds are reached (broadly, where the offeror has acquired or unconditionally contracted to acquire at least 90% in value of the shares to which the offer relates).

When the offeror issues a notice under section 979 telling non-assenting shareholders that their shares will be acquired, a copy of that notice must be sent to the company together with a statutory declaration in the prescribed form. Form 980DEC is that prescribed declaration.

In it, the offeror confirms that the statutory conditions for issuing the notice have been satisfied. It is a formal, signed statement, witnessed by someone authorised to take declarations, and carries legal weight because making a false statutory declaration is a criminal offence.

How to use this document

1. Confirm the squeeze-out threshold has been reached. Before using Form 980DEC, the offeror needs to be satisfied that they have acquired, or unconditionally contracted to acquire, the percentage of shares required by sections 974 to 979 of the Companies Act 2006. This usually means at least 90% in value of the shares to which the offer relates and, where voting rights are relevant, 90% of the voting rights. Get the share register and acceptance records in order so the numbers can be evidenced clearly. 2. Prepare the section 979 notice to non-assenting shareholders. The next step is drafting the formal notice that tells non-assenting shareholders their shares will be compulsorily acquired on the terms of the offer. The notice must follow the form and content requirements in the Act and supporting regulations, including how and when it is given. Timing matters: the notice must be issued within the statutory period after the relevant threshold is crossed. 3. Complete Form 980DEC as a statutory declaration. The offeror completes Form 980DEC, declaring that the conditions for giving the section 979 notice have been satisfied. The declaration must be made in front of a person authorised to administer statutory declarations, such as a solicitor, commissioner for oaths, notary public or justice of the peace. The declarant should read the contents carefully before signing, as the declaration is made under the Statutory Declarations Act 1835. 4. Send the notice and declaration to the company. At the time the offeror first gives a section 979 notice, they must send the company a copy of that notice together with the completed Form 980DEC. This is a strict requirement under section 980(4) of the Companies Act 2006. The company then holds the declaration and notice as part of its records, and they may be inspected in line with the Act. 5. Serve the notice on non-assenting shareholders and complete the acquisition. The notice is then given to the non-assenting shareholders in the manner required by the regulations. Once the statutory period has run and no successful application has been made to court to prevent the acquisition, the offeror can complete the transfer of the shares, pay the consideration to the company to hold on trust for the former shareholders, and update the register.

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