The Takeover Code - Ninth edition - Better Regulation Ltd

More documents

Recommendations

Info

Contents—Summary THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE) 25.1.10 SECTION INTRODUCTION A GENERAL PRINCIPLES B DEFINITIONS C THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE D RESTRICTIONS ON DEALINGS E THE MANDATORY OFFER AND ITS TERMS F THE VOLUNTARY OFFER AND ITS TERMS G PROVISIONS APPLICABLE TO ALL OFFERS H CONDUCT DURING THE OFFER I DOCUMENTS FROM THE OFFEROR AND THE OFFEREE BOARD J PROFIT FORECASTS K ASSET VALUATIONS L TIMING AND REVISION M RESTRICTIONS FOLLOWING OFFERS N PARTIAL OFFERS O REDEMPTION OR PURCHASE BY A COMPANY OF ITS OWN SECURITIES P DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS Q WHITEWASH GUIDANCE NOTE APPENDIX 1 FORMULA OFFERS GUIDANCE NOTE APPENDIX 2 DIRECTORSʼ RESPONSIBILITIES AND CONFLICTS OF INTEREST GUIDANCE NOTE APPENDIX 3 RECEIVING AGENTSʼ CODE OF PRACTICE APPENDIX 4 TENDER OFFERS APPENDIX 5 BID DOCUMENTATION RULES FOR THE PURPOSES OF SECTION 953 OF THE COMPANIES ACT 2006 APPENDIX 6 SCHEMES OF ARRANGEMENT APPENDIX 7 DOCUMENT CHARGES Doc 1
1.7.09 THE CITY CODE ON TAKEOVERS AND MERGERS Contents INTRODUCTION page 1 OVERVIEW A1 2 THE CODE A1 3 COMPANIES, TRANSACTIONS AND PERSONS SUBJECT TO THE CODE A3 4 THE PANEL AND ITS COMMITTEES A7 5 THE EXECUTIVE A10 6 INTERPRETING THE CODE A11 7 HEARINGS COMMITTEE A12 8 TAKEOVER APPEAL BOARD A16 9 PROVIDING INFORMATION AND ASSISTANCE TO THE PANEL AND THE PANELʼS POWERS TO REQUIRE DOCUMENTS AND INFORMATION A17 10 ENFORCING THE CODE A18 11 DISCIPLINARY POWERS A20 12 CO-OPERATION AND INFORMATION SHARING A21 13 FEES AND CHARGES A22 14 ISLE OF MAN A23 15 JERSEY A23 16 GUERNSEY A23 GENERAL PRINCIPLES B1 DEFINITIONS C1 3
Page 1 and 2: The Takeover Code ©The Panel on Ta
Page 3: 30.3.09 PUBLICATION DATES First edi
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 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 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
Page 75 and 76:
RULE 2 CONTINUED 2.4 THE ANNOUNCEME
Page 77 and 78:
RULE 2 CONTINUED NOTES ON RULE 2.4
Page 79 and 80:
RULE 2 CONTINUED (iii) all conditio
Page 81 and 82:
RULE 2 CONTINUED may be provided to
Page 83 and 84:
Page 85 and 86:
Page 87 and 88:
Page 89 and 90:
Page 91 and 92:
30.3.09 SECTION E. RESTRICTIONS ON
Page 93 and 94:
RULE 4 CONTINUED NOTES ON RULES 4.1
Page 95 and 96:
RULE 4 CONTINUED (b) During an offe
Page 97 and 98:
30.3.09 RULE 5. TIMING RESTRICTIONS
Page 99 and 100:
RULE 5 CONTINUED 8.3.10 (ii) that o
Page 101 and 102:
RULE 6. ACQUISITIONS RESULTING IN A
Page 103 and 104:
RULE 6 CONTINUED NOTES ON RULE 6 co
Page 105 and 106:
19.4.10 RULE 7. CONSEQUENCES OF CER
Page 107 and 108:
Page 109 and 110:
Page 111 and 112:
RULE 8 CONTINUED 8.2 DISCLOSURE BY
Page 113 and 114:
RULE 8 CONTINUED 8.6 DISCLOSURE BY
Page 115 and 116:
Page 117 and 118:
Page 119 and 120:
Page 121 and 122:
Page 123 and 124:
Page 125 and 126:
Page 127 and 128:
F2 RULE 9 CONTINUED NOTES ON RULE 9
Page 129 and 130:
Page 131 and 132:
Page 133 and 134:
Page 135 and 136:
F10 RULE 9 CONTINUED NOTES ON RULE
Page 137 and 138:
Page 139 and 140:
F14 RULE 9 CONTINUED 9.3 CONDITIONS
Page 141 and 142:
Page 143 and 144:
Page 145 and 146:
F20 RULE 9 CONTINUED 9.6 OBLIGATION
Page 147 and 148:
F22 RULE 9 CONTINUED NOTES ON DISPE
Page 149 and 150:
F24 RULE 9 CONTINUED NOTES ON DISPE
Page 151 and 152:
G2 RULE 10 CONTINUED NOTES ON RULE
Page 153 and 154:
Page 155 and 156:
G6 30.3.09 RULE 11. NATURE OF CONSI
Page 157 and 158:
Page 159 and 160:
Page 161 and 162:
G12 30.3.09 RULE 12. THE COMPETITIO
Page 163 and 164:
G14 RULE 12 CONTINUED (A) any clear
Page 165 and 166:
G16 19.4.10 RULE 13. PRE-CONDITIONS
Page 167 and 168:
G18 RULE 13 CONTINUED (b) Following
Page 169 and 170:
H2 RULE 15. APPROPRIATE OFFER FOR C
Page 171 and 172:
H4 RULE 16 CONTINUED NOTES ON RULE
Page 173 and 174:
H6 19.4.10 RULE 17. ANNOUNCEMENT OF
Page 175 and 176:
H8 RULE 18. THE USE OF PROXIES AND
Page 177 and 178:
I2 RULE 19 CONTINUED NOTES ON RULE
Page 179 and 180:
Page 181 and 182:
I6 RULE 19 CONTINUED 19.4 ADVERTISE
Page 183 and 184:
Page 185 and 186:
I10 RULE 19 CONTINUED that person m
Page 187 and 188:
I12 RULE 19 CONTINUED announcement
Page 189 and 190:
I14 19.4.10 RULE 20. EQUALITY OF IN
Page 191 and 192:
Page 193 and 194:
I18 1.10.09 RULE 21. RESTRICTIONS O
Page 195 and 196:
Page 197 and 198:
Page 199 and 200:
SECTION J. DOCUMENTS FROM THE OFFER
Page 201 and 202:
RULE 24 CONTINUED 1.10.09 (v) detai
Page 203 and 204:
RULE 24 CONTINUED 19.4.10 (vi) all
Page 205 and 206:
RULE 24 CONTINUED NOTES ON RULE 24.
Page 207 and 208:
RULE 24 CONTINUED 19.4.10 to requir
Page 209 and 210:
RULE 24 CONTINUED NOTE ON RULE 24.4
Page 211 and 212:
RULE 24 CONTINUED 24.11 NO SET-OFF
Page 213 and 214:
30.3.09 RULE 25. OFFEREE BOARD CIRC
Page 215 and 216:
RULE 25 CONTINUED 25.3 INTERESTS AN
Page 217 and 218:
RULE 25 CONTINUED respect of the ea
Page 219 and 220:
25.1.10 RULE 26. DOCUMENTS TO BE ON
Page 221 and 222:
RULE 26 CONTINUED NOTES ON RULE 26
Page 223 and 224:
30.3.09 SECTION K. PROFIT FORECASTS
Page 225 and 226:
Page 227 and 228:
RULE 28 CONTINUED future profits, i
Page 229 and 230:
19.4.10 SECTION L. ASSET VALUATIONS
Page 231 and 232:
RULE 29 CONTINUED 30.3.09 (iii) the
Page 233 and 234:
30.3.09 SECTION M. TIMING AND REVIS
Page 235 and 236:
Page 237 and 238:
Page 239 and 240:
RULE 31 CONTINUED electronic instru
Page 241 and 242:
Page 243 and 244:
Page 245 and 246:
Page 247 and 248:
RULE 32 CONTINUED 32.7 INFORMING EM
Page 249 and 250:
Page 251 and 252:
30.3.09 SECTION N. RESTRICTIONS FOL
Page 253 and 254:
RULE 35 CONTINUED 35.3 DELAY OF 6 M
Page 255 and 256:
30.3.09 SECTION O. PARTIAL OFFERS R
Page 257 and 258:
RULE 36 CONTINUED 36.8 COMPARABLE O
Page 259 and 260:
P2 RULE 37 CONTINUED NOTES ON RULE
Page 261 and 262:
P4 RULE 37 CONTINUED entered into e
Page 263 and 264:
Q2 RULE 38 CONTINUED NOTES ON RULE
Page 265 and 266:
App 1.2 APPENDIX 1 CONTINUED NOTES
Page 267 and 268:
App 1.4 APPENDIX 1 CONTINUED 5 UNDE
Page 269 and 270:
30.3.09 APPENDIX 2 FORMULA OFFERS G
Page 271 and 272:
APPENDIX 2 CONTINUED 8 ‘‘FLOOR
Page 273 and 274:
App 3.2 APPENDIX 3 CONTINUED 2 FINA
Page 275 and 276:
App 4.2 APPENDIX 4 CONTINUED possib
Page 277 and 278:
App 4.4 APPENDIX 4 CONTINUED 4 THE
Page 279 and 280:
App 4.6 APPENDIX 4 CONTINUED (iii)
Page 281 and 282:
App 5.2 APPENDIX 5 CONTINUED 2 PROC
Page 283 and 284:
App 5.4 APPENDIX 5 CONTINUED (e) Th
Page 285 and 286:
1.10.09 APPENDIX 7 SCHEMES OF ARRAN
Page 287 and 288:
APPENDIX 7 CONTINUED the Panel may
Page 289 and 290:
APPENDIX 7 CONTINUED 19.4.10 (i) de
Page 291 and 292:
APPENDIX 7 CONTINUED 13 SCHEMES WHI
Page 293:
Doc 2 DOCUMENT CHARGES CONTINUED Th
show all

The Takeover Code - Ninth edition - Better Regulation Ltd

Create successful ePaper yourself

Delete template?

Save as template?