The Takeover Code - Ninth edition - Better Regulation Ltd

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18 CONTENTS CONTINUED 29.5 Opinion and consent letters L4 29.6 Waiver in certain circumstances L4 SECTION M. TIMING AND REVISION RULE 30. PUBLISHING THE OFFER DOCUMENT AND THE OFFEREE BOARD CIRCULAR M1 30.1 The offer document M1 30.2 The offeree board circular Note on Rule 30.2 M1 Where there is no separate offeree board circular M1 30.3 Making documents, announcements and information available to shareholders, persons with information rights, employee representatives and employees M2 Note on Rule 30.3 Shareholders, persons with information rights, employee representatives and employees outside the EEA M3 RULE 31. TIMING OF THE OFFER M4 31.1 First closing date M4 31.2 Further closing dates to be specified M4 31.3 No obligation to extend M4 31.4 Offer to remain open for 14 days after unconditional as to acceptances M4 31.5 No extension statements Notes on Rule 31.5 M4 1. Firm statements M5 2. Reservation of right to set statements aside M5 3. Competitive situations M5 4. Recommendations M6 5. Rule 31.9 announcements M6 31.6 Final day rule (fulfilment of acceptance condition, timing and announcement) Notes on Rule 31.6 M6 1. Extension of offer under Rule 31.6(a) M7 2. Rule 31.6(c) announcement M7 3. The Competition Commission and the European Commission M7 4. Competitive situations M8 25.1.10
CONTENTS CONTINUED 31.7 Time for fulfilment of all other conditions Notes on Rule 31.7 M8 1. The effect of lapsing M8 2. Extensions M8 31.8 Settlement of consideration Note on Rule 31.8 M8 Extensions M9 31.9 Offeree company announcements after day 39 M9 31.10 Return of documents of title M9 RULE 32. REVISION M10 32.1 Offer open for 14 days after publication of revised offer document Notes on Rule 32.1 M10 1. Announcements which may increase the value of an offer M10 2. When revision is required M10 3. When revision is not permissible M10 4. Triggering Rule 9 M11 32.2 No increase statements Notes on Rule 32.2 M11 1. Firm statements M11 2. Reservation of right to set statements aside M12 3. Competitive situations M12 4. Recommendations M12 5. Rule 31.9 announcements M13 6. Schemes of arrangement M13 32.3 Entitlement to revised consideration M13 32.4 New conditions for increased or improved offers or following a switch M13 32.5 Competitive situations Notes on Rule 32.5 M13 1. Dispensation from obligation to make an offer M14 2. Guillotine M14 3. Schemes of arrangement M14 32.6 The offeree boardʼs opinion M14 32.7 Informing employees M15 RULE 33. ALTERNATIVE OFFERS M16 33.1 Timing and revision Notes on Rule 33.1 M16 1. Elections M16 2. Shutting off M16 25.1.10 19
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
Page 17 and 18: CONTENTS CONTINUED 7. Pension schem
Page 19: CONTENTS CONTINUED RULE 26. DOCUMEN
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
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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
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Page 57 and 58: DEFINITIONS CONTINUED Dates, busine
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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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Doc 2 DOCUMENT CHARGES CONTINUED Th
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The Takeover Code - Ninth edition - Better Regulation Ltd

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