The Takeover Code - Ninth edition - Better Regulation Ltd

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8 CONTENTS CONTINUED RULE 8. DISCLOSURE OF DEALINGS AND POSITIONS E21 8.1 Disclosure by an offeror E21 8.2 Disclosure by the offeree company E22 8.3 Dealings by persons with interests in securities representing 1% or more E22 8.4 Disclosure by concert parties E23 8.5 Disclosure by exempt principal traders E23 8.6 Disclosure by exempt fund managers with no interests in securities of any party to the offer representing 1% or more dealing for discretionary clients E24 8.7 Disclosure of non-discretionary dealings by parties and concert parties Notes on Rule 8 E24 1. Cash offerors E24 2. Timing of disclosure E24 3. Method of disclosure E26 4. Disclosure in relation to more than one party E27 5. Details to be included in the disclosure E28 6. Indemnity and other dealing arrangements E32 7. Time for calculating a personʼs interests etc. E33 8. Discretionary fund managers E34 9. Recognised intermediaries E34 10. Responsibilities of intermediaries E35 11. Unquoted public companies and relevant private companies E35 12. Potential offerors E35 13. Other statutory or regulatory provisions E36 14. Amendments E36 15. Irrevocable commitments and letters of intent E36 SECTION F. THE MANDATORY OFFER AND ITS TERMS RULE 9 F1 9.1 When a mandatory offer is required and who is primarily responsible for making it Notes on Rule 9.1 Persons acting in concert F1 1. Coming together to act in concert F2 2. Collective shareholder action F2 3. Directors of a company F4 19.4.10
CONTENTS CONTINUED 4. Acquisition of interests in shares by members of a group acting in concert F5 5. Employee Benefit Trusts F6 Other general interpretations 6. Vendor of part only of an interest in shares F7 7. Placings and other arrangements F7 8. The chain principle F8 9. Triggering Rule 9 during an offer period F8 10. Convertible securities, warrants and options F9 11. The reduction or dilution of interests in shares F10 12. Gifts F11 13. Discretionary fund managers and principal traders F11 14. Allotted but unissued shares F11 15. Treasury shares F11 16. Aggregation of interests across a group and recognised intermediaries F12 17. Borrowed or lent shares F12 18. Changes in the nature of a personʼs interest F12 9.2 Obligations of other persons Note on Rule 9.2 F13 Prime responsibility F13 9.3 Conditions and consents Notes on Rule 9.3 F14 1. When more than 50% is held F14 2. Acceptance condition F14 3. When dispensations may be granted F15 9.4 The Competition Commission and the European Commission Notes on Rule 9.4 F15 1. If an offer lapses pursuant to Rule 12.1(a) or (b) F16 2. Further acquisitions F16 9.5 Consideration to be offered Notes on Rule 9.5 F16 1. Nature of consideration F17 2. Calculation of the price F17 3. Adjustment of highest price F19 4. Cum dividend F19 9.6 Obligations of directors F20 9.7 Voting restrictions and disposal of interests Note on Rule 9.7 Calculation of number of shares to which voting restrictions will be applied and the number of interests F20 to be disposed of F20 30.3.09 9
Page 1 and 2: The Takeover Code ©The Panel on Ta
Page 3 and 4: 30.3.09 PUBLICATION DATES First edi
Page 5 and 6: 1.7.09 THE CITY CODE ON TAKEOVERS A
Page 7 and 8: CONTENTS CONTINUED 2.7 Consequences
Page 9: CONTENTS CONTINUED 5.2 Exceptions t
Page 13 and 14: CONTENTS CONTINUED 6. Acquisitions
Page 15 and 16: CONTENTS CONTINUED SECTION I. CONDU
Page 17 and 18: CONTENTS CONTINUED 7. Pension schem
Page 19 and 20: CONTENTS CONTINUED RULE 26. DOCUMEN
Page 21 and 22: CONTENTS CONTINUED 31.7 Time for fu
Page 23 and 24: CONTENTS CONTINUED SECTION P. REDEM
Page 25 and 26: CONTENTS CONTINUED APPENDIX 3. DIRE
Page 27 and 28: THE CITY CODE ON TAKEOVERS AND MERG
Page 29 and 30: INTRODUCTION CONTINUED 3 COMPANIES,
Page 31 and 32: INTRODUCTION CONTINUED A company re
Page 33 and 34: INTRODUCTION CONTINUED The Code als
Page 35 and 36: INTRODUCTION CONTINUED Details of t
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Page 51 and 52: 30.3.09 DEFINITIONS Acting in conce
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DEFINITIONS CONTINUED (3) by virtue
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DEFINITIONS CONTINUED NOTES ON INTE
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DEFINITIONS CONTINUED Parties to th
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DEFINITIONS CONTINUED NOTES ON RECO
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DEFINITIONS CONTINUED UKLA Rules UK
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30.3.09 RULES SECTION D. THE APPROA
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RULE 2 CONTINUED movement in its sh
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RULE 2 CONTINUED 2.4 THE ANNOUNCEME
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RULE 2 CONTINUED NOTES ON RULE 2.4
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RULE 2 CONTINUED (iii) all conditio
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RULE 2 CONTINUED may be provided to
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30.3.09 SECTION E. RESTRICTIONS ON
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RULE 4 CONTINUED NOTES ON RULES 4.1
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RULE 4 CONTINUED (b) During an offe
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30.3.09 RULE 5. TIMING RESTRICTIONS
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RULE 5 CONTINUED 8.3.10 (ii) that o
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RULE 6. ACQUISITIONS RESULTING IN A
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RULE 6 CONTINUED NOTES ON RULE 6 co
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19.4.10 RULE 7. CONSEQUENCES OF CER
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RULE 8 CONTINUED 8.2 DISCLOSURE BY
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RULE 8 CONTINUED 8.6 DISCLOSURE BY
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F2 RULE 9 CONTINUED NOTES ON RULE 9
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F10 RULE 9 CONTINUED NOTES ON RULE
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F14 RULE 9 CONTINUED 9.3 CONDITIONS
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F20 RULE 9 CONTINUED 9.6 OBLIGATION
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F22 RULE 9 CONTINUED NOTES ON DISPE
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F24 RULE 9 CONTINUED NOTES ON DISPE
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G2 RULE 10 CONTINUED NOTES ON RULE
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G6 30.3.09 RULE 11. NATURE OF CONSI
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G12 30.3.09 RULE 12. THE COMPETITIO
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G14 RULE 12 CONTINUED (A) any clear
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G16 19.4.10 RULE 13. PRE-CONDITIONS
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G18 RULE 13 CONTINUED (b) Following
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H2 RULE 15. APPROPRIATE OFFER FOR C
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H4 RULE 16 CONTINUED NOTES ON RULE
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H6 19.4.10 RULE 17. ANNOUNCEMENT OF
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H8 RULE 18. THE USE OF PROXIES AND
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I2 RULE 19 CONTINUED NOTES ON RULE
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I6 RULE 19 CONTINUED 19.4 ADVERTISE
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I10 RULE 19 CONTINUED that person m
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I12 RULE 19 CONTINUED announcement
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I14 19.4.10 RULE 20. EQUALITY OF IN
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I18 1.10.09 RULE 21. RESTRICTIONS O
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SECTION J. DOCUMENTS FROM THE OFFER
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RULE 24 CONTINUED 1.10.09 (v) detai
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RULE 24 CONTINUED 19.4.10 (vi) all
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RULE 24 CONTINUED NOTES ON RULE 24.
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RULE 24 CONTINUED 19.4.10 to requir
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RULE 24 CONTINUED NOTE ON RULE 24.4
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RULE 24 CONTINUED 24.11 NO SET-OFF
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30.3.09 RULE 25. OFFEREE BOARD CIRC
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RULE 25 CONTINUED 25.3 INTERESTS AN
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RULE 25 CONTINUED respect of the ea
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25.1.10 RULE 26. DOCUMENTS TO BE ON
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RULE 26 CONTINUED NOTES ON RULE 26
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30.3.09 SECTION K. PROFIT FORECASTS
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RULE 28 CONTINUED future profits, i
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19.4.10 SECTION L. ASSET VALUATIONS
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RULE 29 CONTINUED 30.3.09 (iii) the
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30.3.09 SECTION M. TIMING AND REVIS
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RULE 31 CONTINUED electronic instru
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RULE 32 CONTINUED 32.7 INFORMING EM
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30.3.09 SECTION N. RESTRICTIONS FOL
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RULE 35 CONTINUED 35.3 DELAY OF 6 M
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30.3.09 SECTION O. PARTIAL OFFERS R
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RULE 36 CONTINUED 36.8 COMPARABLE O
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P2 RULE 37 CONTINUED NOTES ON RULE
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P4 RULE 37 CONTINUED entered into e
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Q2 RULE 38 CONTINUED NOTES ON RULE
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App 1.2 APPENDIX 1 CONTINUED NOTES
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App 1.4 APPENDIX 1 CONTINUED 5 UNDE
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30.3.09 APPENDIX 2 FORMULA OFFERS G
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APPENDIX 2 CONTINUED 8 ‘‘FLOOR
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App 3.2 APPENDIX 3 CONTINUED 2 FINA
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App 4.2 APPENDIX 4 CONTINUED possib
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App 4.4 APPENDIX 4 CONTINUED 4 THE
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App 4.6 APPENDIX 4 CONTINUED (iii)
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App 5.2 APPENDIX 5 CONTINUED 2 PROC
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App 5.4 APPENDIX 5 CONTINUED (e) Th
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1.10.09 APPENDIX 7 SCHEMES OF ARRAN
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APPENDIX 7 CONTINUED the Panel may
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APPENDIX 7 CONTINUED 19.4.10 (i) de
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APPENDIX 7 CONTINUED 13 SCHEMES WHI
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The Takeover Code - Ninth edition - Better Regulation Ltd

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