The Takeover Code - Ninth edition - Better Regulation Ltd

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24 CONTENTS CONTINUED APPENDIX 6. BID DOCUMENTATION RULES FOR THE PURPOSES OF SECTION 953 OF THE COMPANIES ACT 2006 APPENDIX 7. SCHEMES OF ARRANGEMENT Definitions and interpretation App 7.1 1. Application of the Code to schemes of arrangement App 7.1 2. Mandatory offers Notes on Section 2 App 7.1 1. When the Panelʼs consent may be granted App 7.2 2. Triggering Rule 9 during a scheme App 7.2 3. Date of shareholder meetings App 7.2 4. Holding statements App 7.2 5. Announcements following key events in a scheme App 7.3 6. Changes to the expected scheme timetable App 7.4 7. Revision App 7.4 8. Switching Note on Section 8 App 7.4 Determination of the offer timetable following a switch App 7.5 9. Alternative consideration Note on Section 9 App 7.5 Rule 11.1 App 7.6 10. Settlement of consideration App 7.6 11. Return of documents of title App 7.6 12. Voting by connected exempt principal traders 13. Schemes which do not have the support of the offeree App 7.6 board App 7.7 14. Provisions disapplied in a scheme App 7.7 DOCUMENT CHARGES 1. Scale of document charges Doc 1 2. Valuation of offer for document charges Doc 1 3. ʻʻWhitewashʼʼ documents Doc 1 4. Mergers Doc 2 5. Tender offers Doc 2 6. Payment of document charges Doc 2 7. VAT and other tax Doc 2 25.1.10
THE CITY CODE ON TAKEOVERS AND MERGERS 1 OVERVIEW 1.7.09 INTRODUCTION The Panel on Takeovers and Mergers (the ʻʻPanelʼʼ) is an independent body, established in 1968, whose main functions are to issue and administer the City Code on Takeovers and Mergers (the ʻʻCodeʼʼ) and to supervise and regulate takeovers and other matters to which the Code applies in accordance with the rules set out in the Code. It has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive on Takeover Bids (2004/25/EC) (the ʻʻDirectiveʼʼ). Its statutory functions are set out in and under Chapter 1 of Part 28 of the Companies Act 2006 (as amended by The Companies Act 2006 (Amendment of Schedule 2) (No 2) Order 2009) (the ʻʻActʼʼ). Rules are set out in the Code (including this Introduction, the General Principles, the Definitions and the Rules (and the related Notes and Appendices)) and the Rules of Procedure of the Hearings Committee. These rules may be changed from time to time, and rules may also be set out in other documents as specified by the Panel. Statutory rules also apply to the Isle of Man, Jersey and Guernsey: see sections 14, 15 and 16 for more details. Further information relating to the Panel and the Code can be found on the Panelʼs website at www.thetakeoverpanel.org.uk. The Code is also available on the Panelʼs website. 2 THE CODE Save for sections 2(c) and (d) (which each set out a rule), this section gives an overview of the nature and purpose of the Code. (a) Nature and purpose of the Code The Code is designed principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets. The Code is not concerned with the financial or commercial advantages or disadvantages of a takeover. These are matters for the company and its shareholders. Nor is the Code concerned with those issues, such as competition policy, which are the responsibility of government and other bodies. A1
Page 1 and 2: The Takeover Code ©The Panel on Ta
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SECTION J. DOCUMENTS FROM THE OFFER
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Doc 2 DOCUMENT CHARGES CONTINUED Th
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