The Takeover Code - Ninth edition - Better Regulation Ltd

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20 CONTENTS CONTINUED 33.2 Shutting off cash underwritten alternatives Notes on Rule 33.2 M16 1. Further notifications M17 2. Rule 9 offers M17 33.3 Reintroduction of alternative offers M17 RULE 34. RIGHT OF WITHDRAWAL M18 SECTION N. RESTRICTIONS FOLLOWING OFFERS RULE 35. N1 35.1 Delay of 12 months N1 35.2 Partial offers Note on Rules 35.1 and 35.2 N1 When dispensations may be granted N2 35.3 Delay of 6 months before acquisitions above the offer value N3 35.4 Restrictions on dealings by a competing offeror whose offer has lapsed Note on Rules 35.3 and 35.4 N3 Determination of price N3 SECTION O. PARTIAL OFFERS RULE 36. O1 36.1 Panelʼs consent required O1 36.2 Acquisitions before the offer O1 36.3 Acquisitions during and after the offer Notes on Rule 36.3 O1 1. Discretionary fund managers and principal traders O1 2. Partial offer resulting in less than 30% O1 36.4 Offer for between 30% and 50% O2 36.5 Offer for 30% or more requires 50% approval O2 36.6 Warning about control position O2 36.7 Scaling down O2 36.8 Comparable offer Notes on Rule 36 O3 1. Allotted but unissued shares O3 2. Dual consideration offers for 100% O3 3. Use of tender offers O3 4. Schemes of arrangement O3 25.1.10
CONTENTS CONTINUED SECTION P. REDEMPTION OR PURCHASE BY A COMPANY OF ITS OWN SECURITIES RULE 37. P1 37.1 Possible requirement to make a mandatory offer Notes on Rule 37.1 P1 1. Persons who will not be required to make a mandatory offer P1 2. Acquisitions of interests in shares preceding a redemption or purchase P1 3. Situations where a mandatory obligation may arise P1 4. Prior consultation P2 5. Disqualifying transactions P2 6. Renewals P2 7. Responsibility for making an offer P3 8. Inadvertent mistake P3 37.2 Limitation on subsequent acquisitions Note on Rule 37.2 P3 Calculation of percentage thresholds P3 37.3 Redemption or purchase of securities by the offeree company P3 37.4 Redemption or purchase of securities by the offeror company P4 SECTION Q. DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS RULE 38. Q1 38.1 Prohibited dealings Note on Rule 38.1 Q1 Suspension of exempt status Q1 38.2 Dealings between offerors and connected exempt principal traders Note on Rule 38.2 Q1 Competition reference periods Q1 38.3 Assenting securities and dealings in assented securities Notes on Rule 38.3 Q1 1. Withdrawal rights under Rule 13.5 Q1 2. Schemes of arrangement Q2 38.4 Voting Note on Rule 38.4 Q2 Schemes of arrangement Q2 25.1.10 21
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 and 20: CONTENTS CONTINUED RULE 26. DOCUMEN
Page 21: CONTENTS CONTINUED 31.7 Time for fu
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
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Page 49 and 50: INTRODUCTION CONTINUED 14 ISLE OF M
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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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