The Takeover Code - Ninth edition - Better Regulation Ltd

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22 CONTENTS CONTINUED APPENDIX 1. WHITEWASH GUIDANCE NOTE 1. Introduction App 1.1 2. Specific grant of waiver required Notes on Section 2 App 1.1 1. Early consultation App 1.2 2. Other legal or regulatory requirements App 1.2 3. Disqualifying transactions App 1.2 4. Whitewash circular App 1.2 5. Underwriting and placing App 1.4 6. Announcements following shareholdersʼ approval Note on Section 6 App 1.4 Copies of announcements App 1.4 7. Subsequent acquisitions by potential controllers App 1.5 APPENDIX 2. FORMULA OFFERS GUIDANCE NOTE 1. Introduction App 2.1 2. Specification of the formula App 2.1 3. Date on which the formula crystallizes Note on Section 3 App 2.1 Schemes of arrangement App 2.1 4. Estimate of the formula offer value App 2.2 5. Maximum and minimum prices App 2.2 6. Rule 6 App 2.2 7. Rules 9 and 11 App 2.2 8. ʻʻFloor and ceilingʼʼ conditions App 2.3 9. Offeree board obligations App 2.3 19.4.10
CONTENTS CONTINUED APPENDIX 3. DIRECTORSʼ RESPONSIBILITIES AND CONFLICTS OF INTEREST GUIDANCE NOTE 1. Directorsʼ responsibilities App 3.1 2. Financial advisers and conflicts of interest App 3.2 APPENDIX 4. RECEIVING AGENTSʼ CODE OF PRACTICE 1. Introduction App 4.1 2. Qualifications for acting as a receiving agent App 4.2 3. The provision of the offeree companyʼs register App 4.2 4. The provision of addresses, electronic addresses, elections and other details App 4.4 5. Counting of acceptances App 4.5 6. Counting of purchases App 4.5 7. Offers becoming or being declared unconditional as to acceptances before the final closing date App 4.5 8. Disclaimers in receiving agentsʼ certificates App 4.5 APPENDIX 5. TENDER OFFERS 1. Panelʼs consent required Notes on Section 1 App 5.1 1. Calculation of percentage of shares in which a person is interested App 5.1 2. Tender offers in competition with other types of offer under the Code App 5.1 2. Procedure and clearance App 5.2 3. Details of tender offer advertisements Notes on Section 3 App 5.3 1. Future offers App 5.4 2. Limit on contents of tender advertisements and circulars App 5.4 4. Circulars from the board of the offeree company App 5.4 5. Announcement of the result of a tender offer App 5.4 6. Prohibition of further transactions during a tender offer App 5.4 25.1.10 23
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 and 22: CONTENTS CONTINUED 31.7 Time for fu
Page 23: CONTENTS CONTINUED SECTION P. REDEM
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
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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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