The Takeover Code - Ninth edition - Better Regulation Ltd

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14 CONTENTS CONTINUED 19.10 Distribution of documents, announcements and information to the Panel and other parties to an offer Note on Rule 19.10 I11 Information incorporated by reference I12 19.11 Documents, announcements and information required to be published on a website Notes on Rule 19.11 I12 1. Website to be used I12 2. “Read-only” format I13 3. Shareholders, persons with information rights and other persons outside the EEA I13 4. Equality of information to shareholders I13 5. Announcements not required to be published on a website I13 RULE 20. EQUALITY OF INFORMATION I14 20.1 Equality of information to shareholders and persons with information rights Notes on Rule 20.1 I14 1. Furnishing of information to offerors I14 2. Media interviews I14 3. Meetings I14 4. Information published by concert parties (eg brokers) I15 5. Shareholders and persons with information rights outside the EEA I16 20.2 Equality of information to competing offerors Notes on Rule 20.2 I16 1. General enquiries I16 2. Conditions attached to the passing of information I16 3. Management buy-outs I17 4. Mergers and reverse takeovers I17 5. <strong>The</strong> Competition Commission and the European Commission I17 20.3 Information to independent directors in management buy-outs I17 RULE 21. RESTRICTIONS ON FRUSTRATING ACTION I18 21.1 When shareholdersʼ consent is required Notes on Rule 21.1 I18 1. Consent by the offeror I19 2. ʻʻMaterial amountʼʼ I19 3. Interim dividends I20 4. <strong>The</strong> Competition Commission and the European Commission I20 5. Service contracts I20 6. Established share option schemes I20 19.4.10
CONTENTS CONTINUED 7. Pension schemes I21 8. Redemption or purchase by an offeree company of its own securities I21 9. Shares carrying more than 50% of the voting rights I21 21.2 Inducement fees Notes on Rule 21.2 I21 1. Arrangements to which the Rule applies I21 2. Statutory provisions I22 3. ʻʻWhitewashesʼʼ I22 RULE 22. RESPONSIBILITIES OF THE OFFEREE COMPANY AND AN OFFEROR REGARDING REGISTRATION PROCEDURES AND PERSONS WITH INTERESTS IN SECURITIES REPRESENTING 1% OR MORE I23 Notes on Rule 22 1. Qualifying periods I23 2. Rule 2.6 I23 SECTION J. DOCUMENTS FROM THE OFFEROR AND THE OFFEREE BOARD RULE 23. THE GENERAL OBLIGATION AS TO INFORMATION J1 Notes on Rule 23 1. Material changes J1 2. Offers conditional on shareholder action J1 3. Shareholders and persons with information rights outside the EEA J1 RULE 24. OFFEROR DOCUMENTS J2 24.1 Intentions regarding the offeree company, the offeror company and their employees J2 24.2 Financial and other information on the offeror, the offeree company and the offer Notes on Rule 24.2 J2 1. Where the offeror is a subsidiary company J7 2. Further information requirements J7 3. Partial offers J7 4. Persons acting in concert with the offeror J7 5. Offers made under Rule 9 J8 6. Certain offers where the consideration is solely in cash J8 24.3 Interests and dealings Notes on Rule 24.3 J8 1. Directors J9 2. Aggregation J10 3. Discretionary fund managers and principal traders J10 4. Competing offerors J10 19.4.10 15
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 and 14: CONTENTS CONTINUED 6. Acquisitions
Page 15: CONTENTS CONTINUED SECTION I. CONDU
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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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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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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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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