The Takeover Code - Ninth edition - Better Regulation Ltd

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A20 INTRODUCTION CONTINUED the court may make any order it thinks fit to secure compliance with the requirement. Any failure to comply with a resulting court order may be a contempt of court. (e) Bid documentation rules For the purposes of section 953 of the Act, the ʻʻoffer document rulesʼʼ and the ʻʻresponse document rulesʼʼ are those parts of Rules 24 and 25 respectively which are set out in Appendix 6 and, in each case, Rule 27 to the extent that it requires the inclusion of material changes to, or the updating of, the information in those parts of Rules 24 or 25, as the case may be, in relation to the offer documents and offeree board circulars referred to in Rules 30.1 and 30.2 respectively and the revised offer documents and subsequent offeree board circulars referred to in Rules 32.1 and 32.6(a) respectively. 11 DISCIPLINARY POWERS This section sets out the disciplinary rules of the Panel in connection with breaches and alleged breaches of the Code. (a) Disciplinary action The Executive may itself deal with a disciplinary matter where the person who is to be subject to the disciplinary action agrees the facts and the action proposed by the Executive. In any other case, where it considers that there has been a breach of the Code, the Executive may commence disciplinary proceedings before the Hearings Committee. The person concerned is informed in writing of the alleged breach and of the matters which the Executive will present to the Hearings Committee. Disciplinary actions are conducted in accordance with the Rules of Procedure of the Hearings Committee, which are available on the Panelʼs website. (b) Sanctions or other remedies for breach of the Code If the Hearings Committee finds a breach of the Code or of a ruling of the Panel, it may: (i) issue a private statement of censure; or (ii) issue a public statement of censure; or (iii) suspend or withdraw any exemption, approval or other special status which the Panel has granted to a person, or impose conditions on the continuing enjoyment of such exemption, approval or special status, in respect of all or part of the activities to which such exemption, approval or special status relates; or 30.3.09
INTRODUCTION CONTINUED (iv) report the offenderʼs conduct to a United Kingdom or overseas regulatory authority or professional body (most notably the Financial Services Authority (ʻʻFSAʼʼ)) so that that authority or body can consider whether to take disciplinary or enforcement action (for example, the FSA has power to take certain actions against an authorised person or an approved person who fails to observe proper standards of market conduct, including the power to fine); or (v) publish a Panel Statement indicating that the offender is someone who, in the Hearings Committeeʼs opinion, is not likely to comply with the Code. The Panel Statement will normally indicate that this sanction will remain effective for only a specified period. The rules of the FSA and certain professional bodies oblige their members, in certain circumstances, not to act for the person in question in a transaction subject to the Code, including a dealing in relevant securities requiring disclosure under Rule 8 (so called ʻʻcold-shoulderingʼʼ). For example, the FSAʼs rules require a person authorised under the Financial Services and Markets Act 2000 (ʻʻFSMAʼʼ) not to act, or continue to act, for any person in connection with a transaction to which the Code applies if the firm has reasonable grounds for believing that the person in question, or his principal, is not complying or is not likely to comply with the Code. 12 CO-OPERATION AND INFORMATION SHARING This section summarises the relevant provisions of the Act and sets out the rules as to the basis on which the Panel will effect service of documents under Article 4(4) of the Directive and the professional secrecy obligations applying in relation to information held by the Panel in connection with the exercise of its functions which does not fall within section 948 of the Act. Under section 950 of the Act, the Panel must, to the extent it has power to do so, take such steps as it considers appropriate to co-operate with the FSA, other supervisory authorities designated for the purposes of the Directive and regulators outside the United Kingdom having functions similar to the FSA or to the Panel, including by the sharing of information which the Panel is permitted to disclose (see below). It may also exercise its powers to require documents and information (see section 9(b) above) for this purpose. Where any supervisory authority designated for the purposes of the Directive by another member state or any authority responsible for the supervision of capital markets in another member state requests the Panel to serve any legal document in pursuance of its obligation of co-operation under Article 4(4) of the Directive, the Panel shall serve that document by first class post to the address specified for service in the request, and shall inform the requesting authority accordingly. No other method of service will be adopted 21.7.11 A21
Page 1 and 2: The Takeover Code ©The Panel on Ta
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G12 30.3.09 RULE 12. THE COMPETITIO
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G16 19.4.10 RULE 13. PRE-CONDITIONS
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H2 RULE 15. APPROPRIATE OFFER FOR C
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SECTION J. DOCUMENTS FROM THE OFFER
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RULE 24 CONTINUED NOTES ON RULE 24.
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RULE 24 CONTINUED 24.11 NO SET-OFF
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RULE 25 CONTINUED 25.3 INTERESTS AN
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30.3.09 SECTION K. PROFIT FORECASTS
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RULE 35 CONTINUED 35.3 DELAY OF 6 M
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RULE 36 CONTINUED 36.8 COMPARABLE O
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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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