The Takeover Code - Ninth edition - Better Regulation Ltd

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4 CONTENTS CONTINUED RULES SECTION D. THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE RULE 1. THE APPROACH D1 RULE 2. SECRECY BEFORE ANNOUNCEMENTS; THE TIMING AND CONTENTS OF ANNOUNCEMENTS D2 2.1 Secrecy Notes on Rule 2.1 D2 1. Warning clients D2 2. Proof printing D2 2.2 When an announcement is required Notes on Rule 2.2 D2 1. Panel to be consulted D3 2. Clear statements D4 2.3 Responsibilities of offerors and the offeree company D4 2.4 <strong>The</strong> announcement of a possible offer Notes on Rule 2.4 D5 1. Pre-conditions D6 2. Announcement of a potential competing offer D6 3. Period for clarification D6 4. Extension of time limit D6 5. Reservation of right to set statements aside D7 6. Duration of restriction D7 7. Statements by the offeree company D8 8. Consequences of subsequent acquisitions of interests in shares D8 9. Indemnity and other dealing arrangements D8 2.5 <strong>The</strong> announcement of a firm intention to make an offer Notes on Rule 2.5 D8 1. Unambiguous language D9 2. Subjective conditions D10 3. New conditions for increased or improved offers D10 4. Pre-conditions D10 5. Financing conditions and pre-conditions D10 2.6 Obligation on the offeror and the offeree company to publish announcements Notes on Rule 2.6 D10 1. Full text of announcement under Rule 2.5 to be made available D11 2. Shareholders, persons with information rights, employee representatives and employees outside the EEA D11 3. Holders of convertible securities, options or subscription rights D11 19.4.10
CONTENTS CONTINUED 2.7 Consequences of a ʻʻfirm announcement” Note on Rule 2.7 D12 When there is no need to make an offer D12 2.8 Statements of intention not to make an offer Notes on Rule 2.8 D12 1. Prior consultation D13 2. Rules 2.4(b) and 12.2(b) D13 3. Concert parties D13 4. Media reports D14 2.9 Publication of an announcement about an offer or possible offer Notes on Rule 2.9 D14 1. Distribution of announcements D14 2. Rules 2.11, 6, 7, 8, 9, 11, 12, 17, 30, 31, 32, Appendix 1.6, Appendix 5 and Appendix 7 D14 2.10 Announcement of numbers of relevant securities in issue Notes on Rule 2.10 D15 1. Options to subscribe D15 2. Treasury shares D15 2.11 Irrevocable commitments and letters of intent Notes on Rule 2.11 D15 1. Timing of disclosure D16 2. Method of disclosure D16 3. Contents of disclosure D17 4. Letters of intent procured prior to the commencement of the offer period D17 RULE 3. INDEPENDENT ADVICE D18 3.1 Board of the offeree company Notes on Rule 3.1 D18 1. Management buy-outs and offers by controllers D18 2. When there is uncertainty about financial information D18 3. When no recommendation is given or there is a divergence of views D18 3.2 Board of an offeror company Notes on Rule 3.2 D18 1. General D19 2. Reverse takeovers D19 3. Conflicts of interest D19 3.3 Disqualified advisers Notes on Rule 3.3 D19 1. Independence of adviser D19 2. Investment trusts D19 3. Success fees D20 19.4.10 5
Page 1 and 2: The Takeover Code ©The Panel on Ta
Page 3 and 4: 30.3.09 PUBLICATION DATES First edi
Page 5: 1.7.09 THE CITY CODE ON TAKEOVERS A
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
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Page 51 and 52: 30.3.09 DEFINITIONS Acting in conce
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DEFINITIONS CONTINUED Dates, busine
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DEFINITIONS CONTINUED Electronic fo
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DEFINITIONS CONTINUED (3) by virtue
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DEFINITIONS CONTINUED NOTES ON INTE
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DEFINITIONS CONTINUED Parties to th
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DEFINITIONS CONTINUED NOTES ON RECO
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DEFINITIONS CONTINUED UKLA Rules UK
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30.3.09 RULES SECTION D. THE APPROA
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RULE 2 CONTINUED movement in its sh
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RULE 2 CONTINUED 2.4 THE ANNOUNCEME
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RULE 2 CONTINUED NOTES ON RULE 2.4
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RULE 2 CONTINUED (iii) all conditio
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RULE 2 CONTINUED may be provided to
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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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F2 RULE 9 CONTINUED NOTES ON RULE 9
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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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