The Takeover Code - Ninth edition - Better Regulation Ltd

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16 CONTENTS CONTINUED 24.4 Directorsʼ emoluments Note on Rule 24.4 J10 Commissions etc. J11 24.5 Special arrangements J11 24.6 Incorporation of obligations and rights Notes on Rule 24.6 J11 1. Incorporation by reference J11 2. Rule 31.6(c) J11 24.7 Cash confirmation J12 24.8 Ultimate owner of securities acquired J12 24.9 Admission to listing and admission to trading conditions J12 24.10 Estimated value of unquoted paper consideration J12 24.11 No set-off of consideration J13 24.12 Arrangements in relation to dealings J13 24.13 Cash underwritten alternatives which may be shut off J13 24.14 Incorporation of information by reference Note on Rule 24.14 J13 Source of information incorporated by reference J14 RULE 25. OFFEREE BOARD CIRCULARS J15 25.1 Views of the board on the offer, including the offerorʼs plans for the company and its employees Notes on Rule 25.1 J15 1. When a board has effective control J15 2. Split boards J15 3. Conflicts of interest J16 4. Management buy-outs J16 25.2 Financial and other information Notes on Rule 25.2 J16 1. Offeree board circular combined with offer document J16 2. Offeree board circular published after offer document J16 25.3 Interests and dealings Notes on Rule 25.3 J17 1. When directors resign J18 2. Competing offerors J18 25.4 Directorsʼ service contracts Notes on Rule 25.4 J18 1. Particulars to be disclosed J19 2. Recent increases in remuneration J19 25.5 Arrangements in relation to dealings J19 25.6 Material contracts, irrevocable commitments and letters of intent J20 19.4.10
CONTENTS CONTINUED RULE 26. DOCUMENTS TO BE ON DISPLAY J21 Notes on Rule 26 1. Copies of documents J23 2. Website to be used for publication J23 3. “Read-only” format J23 4. Shareholders, persons with information rights and other persons in non-EEA jurisdictions J23 5. Amendment, variation or updating of documents on display J23 RULE 27. DOCUMENTS SUBSEQUENTLY PUBLISHED J24 27.1 Material changes J24 27.2 Continuing validity of profit forecasts J24 SECTION K. PROFIT FORECASTS RULE 28. K1 28.1 Standards of care Note on Rule 28.1 K1 Existing forecasts K1 28.2 <strong>The</strong> assumptions Notes on Rule 28.2 K1 1. Requirement to state the assumptions K1 2. General rules K2 28.3 Reports required in connection with profit forecasts K3 28.4 Publication of reports and consent letters K4 28.5 Subsequent documents — continuing validity of forecast K4 28.6 Statements which will be treated as profit forecasts K4 28.7 Taxation, extraordinary items and minority interests K6 28.8 When a forecast relates to a period which has commenced K6 SECTION L. ASSET VALUATIONS RULE 29. L1 29.1 Valuations to be reported on if given in connection with an offer L1 29.2 Basis of valuation Note on Rule 29.2 L2 Provision of adjusted net asset value information L3 29.3 Potential tax liability L3 29.4 Current valuation L3 25.1.10 17
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 and 16: CONTENTS CONTINUED SECTION I. CONDU
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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,
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SECTION J. DOCUMENTS FROM THE OFFER
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30.3.09 SECTION K. PROFIT FORECASTS
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RULE 36 CONTINUED 36.8 COMPARABLE O
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App 1.2 APPENDIX 1 CONTINUED NOTES
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