The Takeover Code - Ninth edition - Better Regulation Ltd

More documents

Recommendations

Info

12 CONTENTS CONTINUED Notes on Rule 14.1 1. Comparability H1 2. Offer for non-voting shares only H1 3. Treatment of certain classes of share capital H1 14.2 Separate offers for each class H1 RULE 15. APPROPRIATE OFFER FOR CONVERTIBLES ETC. H2 Notes on Rule 15 1. When conversion rights etc. are exercisable during an offer H2 2. Rules 9 and 14 H2 RULE 16. SPECIAL DEALS AND MANAGEMENT INCENTIVISATION H3 16.1 Special deals with favourable conditions Notes on Rule 16.1 H3 1. Top-ups and other arrangements H3 2. Offeree company shareholdersʼ approval of certain transactions – eg disposal of offeree company assets H3 3. Findersʼ fees H4 16.2 Management incentivisation Notes on Rule 16.2 H4 1. Rule 15 H5 2. Management retaining an interest H5 3. Where incentivisation arrangements are put in place following the offer being made or the proposed arrangements are amended H5 4. Incentivisation of members of management who are not interested in shares in the offeree company H5 RULE 17. ANNOUNCEMENT OF ACCEPTANCE LEVELS H6 17.1 Timing and contents Notes on Rule 17.1 H6 1. Acceptances of cash underwritten alternatives H6 2. General statements about acceptance levels H7 3. Alternative offers H7 4. Publication of announcements H7 5. Statements about withdrawals H7 6. Incomplete acceptances and offeror purchases H7 17.2 Consequences of failure to announce H7 RULE 18. THE USE OF PROXIES AND OTHER AUTHORITIES IN RELATION TO ACCEPTANCES H8 25.1.10
CONTENTS CONTINUED SECTION I. CONDUCT DURING THE OFFER RULE 19. INFORMATION I1 19.1 Standards of care Notes on Rule 19.1 I1 1. Financial advisersʼ responsibility for publication of information I1 2. Unambiguous language I1 3. Sources I1 4. Quotations I2 5. Diagrams etc. I2 6. Use of television, videos, audio tapes etc. I2 7. Financial Services and Markets Act 2000 I2 8. Merger benefits statements I2 19.2 Responsibility Notes on Rule 19.2 I3 1. Delegation of responsibility I3 2. Expressions of opinion I4 3. Quoting information about another party I4 4. Exclusion of directors I4 5. When an offeror is controlled I4 19.3 Unacceptable statements Notes on Rule 19.3 I5 1. Holding statements I5 2. Statements of support I5 19.4 Advertisements Notes on Rule 19.4 I6 1. Clearance I6 2. Verification I7 3. Source I7 4. Use of alternative media I7 5. Forms I7 19.5 Telephone campaigns Notes on Rule 19.5 I7 1. Consent to use other callers I7 2. New information I8 3. Gathering of irrevocable commitments I8 4. Statutory and other regulatory provisions I8 19.6 Interviews and debates I8 19.7 Information published following the ending of an offer period pursuant to Rule 12.2 I9 19.8 Publication of documents, announcements and information Note on Rule 19.8 I9 Forms I9 19.9 Right to receive copies of documents, announcements and information in hard copy form I9 25.1.10 13
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 and 10: CONTENTS CONTINUED 5.2 Exceptions t
Page 11 and 12: CONTENTS CONTINUED 4. Acquisition o
Page 13: CONTENTS CONTINUED 6. Acquisitions
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
Page 37 and 38: INTRODUCTION CONTINUED relevant dea
Page 39 and 40: INTRODUCTION CONTINUED (a) Hearings
Page 41 and 42: INTRODUCTION CONTINUED administrati
Page 43 and 44: INTRODUCTION CONTINUED The chairman
Page 45 and 46: INTRODUCTION CONTINUED (a) Requirem
Page 47 and 48: INTRODUCTION CONTINUED (iv) report
Page 49 and 50: INTRODUCTION CONTINUED 14 ISLE OF M
Page 51 and 52: 30.3.09 DEFINITIONS Acting in conce
Page 53 and 54: DEFINITIONS CONTINUED NOTES ON ACTI
Page 55 and 56: DEFINITIONS CONTINUED NOTES ON ACTI
Page 57 and 58: DEFINITIONS CONTINUED Dates, busine
Page 59 and 60: DEFINITIONS CONTINUED Electronic fo
Page 61 and 62: DEFINITIONS CONTINUED (3) by virtue
Page 63 and 64: DEFINITIONS CONTINUED NOTES ON INTE
Page 65 and 66:
DEFINITIONS CONTINUED Parties to th
Page 67 and 68:
DEFINITIONS CONTINUED NOTES ON RECO
Page 69 and 70:
DEFINITIONS CONTINUED UKLA Rules UK
Page 71 and 72:
30.3.09 RULES SECTION D. THE APPROA
Page 73 and 74:
RULE 2 CONTINUED movement in its sh
Page 75 and 76:
RULE 2 CONTINUED 2.4 THE ANNOUNCEME
Page 77 and 78:
RULE 2 CONTINUED NOTES ON RULE 2.4
Page 79 and 80:
RULE 2 CONTINUED (iii) all conditio
Page 81 and 82:
RULE 2 CONTINUED may be provided to
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
30.3.09 SECTION E. RESTRICTIONS ON
Page 93 and 94:
RULE 4 CONTINUED NOTES ON RULES 4.1
Page 95 and 96:
RULE 4 CONTINUED (b) During an offe
Page 97 and 98:
30.3.09 RULE 5. TIMING RESTRICTIONS
Page 99 and 100:
RULE 5 CONTINUED 8.3.10 (ii) that o
Page 101 and 102:
RULE 6. ACQUISITIONS RESULTING IN A
Page 103 and 104:
RULE 6 CONTINUED NOTES ON RULE 6 co
Page 105 and 106:
19.4.10 RULE 7. CONSEQUENCES OF CER
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
RULE 8 CONTINUED 8.2 DISCLOSURE BY
Page 113 and 114:
RULE 8 CONTINUED 8.6 DISCLOSURE BY
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
F2 RULE 9 CONTINUED NOTES ON RULE 9
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
F10 RULE 9 CONTINUED NOTES ON RULE
Page 137 and 138:
Page 139 and 140:
F14 RULE 9 CONTINUED 9.3 CONDITIONS
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
F20 RULE 9 CONTINUED 9.6 OBLIGATION
Page 147 and 148:
F22 RULE 9 CONTINUED NOTES ON DISPE
Page 149 and 150:
F24 RULE 9 CONTINUED NOTES ON DISPE
Page 151 and 152:
G2 RULE 10 CONTINUED NOTES ON RULE
Page 153 and 154:
Page 155 and 156:
G6 30.3.09 RULE 11. NATURE OF CONSI
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
G12 30.3.09 RULE 12. THE COMPETITIO
Page 163 and 164:
G14 RULE 12 CONTINUED (A) any clear
Page 165 and 166:
G16 19.4.10 RULE 13. PRE-CONDITIONS
Page 167 and 168:
G18 RULE 13 CONTINUED (b) Following
Page 169 and 170:
H2 RULE 15. APPROPRIATE OFFER FOR C
Page 171 and 172:
H4 RULE 16 CONTINUED NOTES ON RULE
Page 173 and 174:
H6 19.4.10 RULE 17. ANNOUNCEMENT OF
Page 175 and 176:
H8 RULE 18. THE USE OF PROXIES AND
Page 177 and 178:
I2 RULE 19 CONTINUED NOTES ON RULE
Page 179 and 180:
Page 181 and 182:
I6 RULE 19 CONTINUED 19.4 ADVERTISE
Page 183 and 184:
Page 185 and 186:
I10 RULE 19 CONTINUED that person m
Page 187 and 188:
I12 RULE 19 CONTINUED announcement
Page 189 and 190:
I14 19.4.10 RULE 20. EQUALITY OF IN
Page 191 and 192:
Page 193 and 194:
I18 1.10.09 RULE 21. RESTRICTIONS O
Page 195 and 196:
Page 197 and 198:
Page 199 and 200:
SECTION J. DOCUMENTS FROM THE OFFER
Page 201 and 202:
RULE 24 CONTINUED 1.10.09 (v) detai
Page 203 and 204:
RULE 24 CONTINUED 19.4.10 (vi) all
Page 205 and 206:
RULE 24 CONTINUED NOTES ON RULE 24.
Page 207 and 208:
RULE 24 CONTINUED 19.4.10 to requir
Page 209 and 210:
RULE 24 CONTINUED NOTE ON RULE 24.4
Page 211 and 212:
RULE 24 CONTINUED 24.11 NO SET-OFF
Page 213 and 214:
30.3.09 RULE 25. OFFEREE BOARD CIRC
Page 215 and 216:
RULE 25 CONTINUED 25.3 INTERESTS AN
Page 217 and 218:
RULE 25 CONTINUED respect of the ea
Page 219 and 220:
25.1.10 RULE 26. DOCUMENTS TO BE ON
Page 221 and 222:
RULE 26 CONTINUED NOTES ON RULE 26
Page 223 and 224:
30.3.09 SECTION K. PROFIT FORECASTS
Page 225 and 226:
Page 227 and 228:
RULE 28 CONTINUED future profits, i
Page 229 and 230:
19.4.10 SECTION L. ASSET VALUATIONS
Page 231 and 232:
RULE 29 CONTINUED 30.3.09 (iii) the
Page 233 and 234:
30.3.09 SECTION M. TIMING AND REVIS
Page 235 and 236:
Page 237 and 238:
Page 239 and 240:
RULE 31 CONTINUED electronic instru
Page 241 and 242:
Page 243 and 244:
Page 245 and 246:
Page 247 and 248:
RULE 32 CONTINUED 32.7 INFORMING EM
Page 249 and 250:
Page 251 and 252:
30.3.09 SECTION N. RESTRICTIONS FOL
Page 253 and 254:
RULE 35 CONTINUED 35.3 DELAY OF 6 M
Page 255 and 256:
30.3.09 SECTION O. PARTIAL OFFERS R
Page 257 and 258:
RULE 36 CONTINUED 36.8 COMPARABLE O
Page 259 and 260:
P2 RULE 37 CONTINUED NOTES ON RULE
Page 261 and 262:
P4 RULE 37 CONTINUED entered into e
Page 263 and 264:
Q2 RULE 38 CONTINUED NOTES ON RULE
Page 265 and 266:
App 1.2 APPENDIX 1 CONTINUED NOTES
Page 267 and 268:
App 1.4 APPENDIX 1 CONTINUED 5 UNDE
Page 269 and 270:
30.3.09 APPENDIX 2 FORMULA OFFERS G
Page 271 and 272:
APPENDIX 2 CONTINUED 8 ‘‘FLOOR
Page 273 and 274:
App 3.2 APPENDIX 3 CONTINUED 2 FINA
Page 275 and 276:
App 4.2 APPENDIX 4 CONTINUED possib
Page 277 and 278:
App 4.4 APPENDIX 4 CONTINUED 4 THE
Page 279 and 280:
App 4.6 APPENDIX 4 CONTINUED (iii)
Page 281 and 282:
App 5.2 APPENDIX 5 CONTINUED 2 PROC
Page 283 and 284:
App 5.4 APPENDIX 5 CONTINUED (e) Th
Page 285 and 286:
1.10.09 APPENDIX 7 SCHEMES OF ARRAN
Page 287 and 288:
APPENDIX 7 CONTINUED the Panel may
Page 289 and 290:
APPENDIX 7 CONTINUED 19.4.10 (i) de
Page 291 and 292:
APPENDIX 7 CONTINUED 13 SCHEMES WHI
Page 293:
Doc 2 DOCUMENT CHARGES CONTINUED Th
show all

The Takeover Code - Ninth edition - Better Regulation Ltd

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?