The Takeover Code - Ninth edition - Better Regulation Ltd

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A4 INTRODUCTION CONTINUED (D) they were required to file a prospectus for the issue of securities with the registrar of companies or any other relevant authority in the United Kingdom, the Channel Islands or the Isle of Man or to have a prospectus approved by the UKLA at any time during the 10 years prior to the relevant date. In each case, the relevant date is the date on which an announcement is made of a proposed or possible offer for the company or the date on which some other event occurs in relation to the company which has significance under the Code. The Panel appreciates that the provisions of the Code may not be appropriate to all statutory and chartered companies referred to in paragraphs (i) and (ii) above or to all private companies falling within the categories listed in paragraph (ii) above and may accordingly apply the Code with a degree of flexibility in suitable cases. (iii) Shared jurisdiction — UK and other EEA registered and traded companies The Code also applies (to the extent described below) to offers for the following companies: (A) a company which has its registered office* in the United Kingdom whose securities are admitted to trading on a regulated market in one or more member states of the European Economic Area but not on a regulated market in the United Kingdom; (B) a company which has its registered office in another member state of the European Economic Area whose securities are admitted to trading only on a regulated market in the United Kingdom; and (C) a company which has its registered office in another member state of the European Economic Area whose securities are admitted to trading on regulated markets in more than one member state of the European Economic Area including the United Kingdom, but not on a regulated market in the member state of the European Economic Area in which it has its registered office, if: (I) the securities of the company were first admitted to trading only in the United Kingdom; or (II) the securities of the company are simultaneously admitted to trading on more than one regulated market on or after 20 May 2006, if the company notifies the Panel and the relevant regulatory authorities on the first day of trading that it has chosen the Panel to regulate it; or (III) the Panel is the supervisory authority pursuant to the second paragraph of Article 4(2)(c) of the Directive. *In the case of a UK unregistered company, the reference to ʻʻregistered officeʼʼ shall be read as a reference to the companyʼs principal office in the UK. 30.3.09
INTRODUCTION CONTINUED A company referred to in paragraphs (C)(II) or (III) must notify a Regulatory Information Service of the selection of the Panel to regulate it without delay. The provisions of the Code which will apply to such offers shall be determined by the Panel on the basis set out in Article 4(2)(e) of the Directive. In summary, this means that: • in cases falling within paragraph (A) above, the Code will apply in respect of matters relating to the information to be provided to the employees of the offeree company and matters relating to company law (in particular the percentage of voting rights which confers control and any derogation from the obligation to launch an offer, as well as the conditions under which the board of the offeree company may undertake any action which might result in the frustration of an offer) (ʻʻemployee information and company law mattersʼʼ); in relation to matters relating to the consideration offered (in particular the price) and matters relating to the offer procedure (in particular the information on the offerorʼs decision to make an offer, the contents of the offer document and the disclosure of the offer) (ʻʻconsideration and procedural mattersʼʼ), the rules of the supervisory authority of the member state determined in accordance with Article 4(2)(b) and (c) of the Directive as the relevant supervisory authority will apply; and • in cases falling within paragraphs (B) or (C) above, the Code will apply in respect of consideration and procedural matters; in relation to employee information and company law matters, the rules of the supervisory authority in the member state where the offeree company has its registered office will apply. (iv) Open-ended investment companies The Code does not apply to offers for open-ended investment companies as defined in Article 1(2) of the Directive. (b) Transactions In cases falling within paragraphs (a)(i) or (ii) above, the Code is concerned with regulating takeover bids and merger transactions of the relevant companies, however effected, including by means of statutory merger or scheme of arrangement (as defined in the Definitions Section). The Code is also concerned with regulating other transactions (including offers by a parent company for shares in its subsidiary, dual holding company transactions, new share issues, share capital reorganisations and offers to minority shareholders) which have as their objective or potential effect (directly or indirectly) obtaining or consolidating control of the relevant companies, as well as partial offers (including tender offers pursuant to Appendix 5) to shareholders for securities in the relevant companies. The Code also applies to unitisation proposals which are in competition with another transaction to which the Code applies. 30.3.09 A5
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
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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
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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: INTRODUCTION CONTINUED 3 COMPANIES,
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RULE 2 CONTINUED may be provided to
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RULE 2 CONTINUED NOTES ON RULE 2.8
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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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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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