The Takeover Code - Ninth edition - Better Regulation Ltd

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A6 INTRODUCTION CONTINUED In cases falling within paragraph (a)(iii) above, ʻʻoffersʼʼ means only any public offer (other than by the company itself) made to the holders of the companyʼs securities to acquire those securities (whether mandatory or voluntary) which follows or has as its objective the acquisition of control of the company concerned. The Code applies to all the above transactions at whatever stage of their implementation, including possible transactions which have not yet been announced. References in the Code to ʻʻtakeoversʼʼ and ʻʻoffersʼʼ include all transactions subject to the Code as referred to in this section. The Code does not apply to offers for non-voting, non-equity capital unless they are offers required by Rule 15. (c) Related matters In addition to regulating the transactions referred to in section 3(b) above, the Code also contains rules for the regulation of things done in consequence of, or otherwise in relation to, takeovers and about cases where any such takeover is, or has been, contemplated or apprehended or an announcement is made denying that any such takeover is intended. (d) Dual jurisdiction Takeovers and other matters to which the Code applies may from time to time be subject to the dual jurisdiction of the Panel and an overseas takeover regulator, including offers for those companies within paragraph (a)(iii) above. In such cases, early consultation with the Panel is advised so that guidance can be given on how any conflicts between the relevant rules may be resolved and, where relevant, which provisions of the Code apply pursuant to Article 4(2)(e) of the Directive. (e) Re-registration of a public company as a private company A public company incorporated in the United Kingdom, the Channel Islands or the Isle of Man may decide to re-register as a private company as a result of which, pursuant to section 3(a) above, the Code may no longer apply to it. If the Code would no longer apply in such circumstances and the relevant company has more than one shareholder, early consultation with the Panel is advised before it re-registers as a private company so that guidance can be given by the Panel on the appropriate disclosure to be made to its shareholders about the implications of the loss of Code protection. (f) Code responsibilities and obligations The Code applies to a range of persons who participate in, or are connected with, or who in any way seek to influence, intervene in, or benefit from, takeovers or other matters to which the Code applies. 30.3.09
INTRODUCTION CONTINUED The Code also applies to all advisers to such persons, and all advisers in so far as they advise on takeovers or other matters to which the Code applies. Financial advisers to whom the Code applies have a particular responsibility to comply with the Code and to ensure, so far as they are reasonably able, that their client and its directors are aware of their responsibilities under the Code and will comply with them and that the Panel is consulted whenever appropriate. The Code also applies to any directors, employees or representatives through whom any body corporate, partnership or other entity to which the Code applies acts. The Panel expects all bodies corporate, partnerships and other entities to which the Code applies to ensure that their relevant directors and employees receive appropriate and timely guidance in respect of the Code and will hold any such entity responsible for its directorsʼ and employeesʼ acts or omissions. The Code imposes limitations on the manner in which directors can act in connection with takeovers, which may impinge on the duties that the directors of offeror and offeree companies might owe. The Code applies in respect of the acts and omissions of any person in connection with a takeover or any other matter to which the Code applies, notwithstanding that the offeree company may since have ceased to be subject to the Code. In this section 3(f), references to ʻʻdirectorsʼʼ means, in relation to any body corporate, its directors and officers, in relation to any partnership, its partners, and, in relation to any other entity, those persons exercising equivalent functions on behalf of the entity concerned. In cases of doubt, the Panel must be consulted as to the persons to whom the Code applies. 4 THE PANEL AND ITS COMMITTEES Save for section 4(d) (which sets out a rule), this section gives an overview of the membership, functions, responsibilities and general activities of the Panel and certain of its Committees. Details of various other Committees of the Panel are available on the Panelʼs website. (a) The Panel The Panel assumes overall responsibility for the policy, financing and administration of the Panelʼs functions and for the functioning and operation of the Code. The Panel operates through a number of Committees and is directly responsible for those matters which are not dealt with through one of its Committees. 30.3.09 A7
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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SECTION J. DOCUMENTS FROM THE OFFER
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RULE 24 CONTINUED 24.11 NO SET-OFF
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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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RULE 36 CONTINUED 36.8 COMPARABLE O
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