The Takeover Code - Ninth edition - Better Regulation Ltd

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6 CONTENTS CONTINUED SECTION E. RESTRICTIONS ON DEALINGS RULE 4. E1 4.1 Prohibited dealings by persons other than the offeror E1 4.2 Restriction on dealings by the offeror and concert parties Notes on Rules 4.1 and 4.2 E1 1. Other circumstances in which dealings may not take place E2 2. Consortium offers and joint offerors E2 3. No-profit arrangements E2 4. When an offer will not be made E3 5. No dealing contrary to published advice E3 6. Discretionary fund managers and principal traders E3 4.3 Gathering of irrevocable commitments Note on Rule 4.3 E3 Irrevocable commitments E3 4.4 Dealings in offeree securities by certain offeree company concert parties Note on Rule 4.4 E3 Irrevocable commitments and letters of intent E4 4.5 Restriction on the offeree company accepting an offer in respect of treasury shares E4 4.6 Securities borrowing and lending transactions by offerors, the offeree company and their concert parties Notes on Rule 4.6 E4 1. Return of borrowed relevant securities E5 2. Notice in lieu of disclosure E5 3. Discretionary fund managers and principal traders E5 4. Financial collateral arrangements E5 RULE 5. TIMING RESTRICTIONS ON ACQUISITIONS E7 5.1 Restrictions Notes on Rule 5.1 E7 1. When more than 50% is held E7 2. New shares, subscription rights, convertibles and options E7 3. Allotted but unissued shares E7 4. ʻʻWhitewashesʼʼ E8 5. Maintenance of the percentage of the shares in which a person is interested E8 6. Discretionary fund managers and principal traders E8 7. Gifts E8 19.4.10
CONTENTS CONTINUED 5.2 Exceptions to restrictions Notes on Rule 5.2 E8 1. Single shareholder E9 2. Rule 9 E10 3. Revision E10 4. After an offer lapses E10 5.3 Acquisitions from a single shareholder — consequences Notes on Rule 5.3 E10 1. If a personʼs interests are reduced E10 2. Rights or scrip issues and ʻʻwhitewashesʼʼ E10 5.4 Acquisitions from a single shareholder — disclosure Note on Rule 5.4 E10 Disclosure of the identity of the person dealing E11 RULE 6. ACQUISITIONS RESULTING IN AN OBLIGATION TO OFFER A MINIMUM LEVEL OF CONSIDERATION E12 6.1 Acquisitions before a Rule 2.5 announcement E12 6.2 Acquisitions after a Rule 2.5 announcement Notes on Rule 6 E12 1. Adjusted terms E13 2. Acquisitions prior to the three month period E13 3. No less favourable terms E13 4. Highest price paid E14 5. Cum dividend E15 6. Convertible securities, warrants and options E15 7. Unlisted securities E15 8. Discretionary fund managers and principal traders E15 9. Offer period E15 10. Competition reference period E15 RULE 7. CONSEQUENCES OF CERTAIN DEALINGS E16 7.1 Immediate announcement required if the offer has to be amended Note on Rule 7.1 E16 Potential offerors E16 7.2 Dealings by connected discretionary fund managers and principal traders Notes on Rule 7.2 E16 1. Dealings prior to a concert party relationship arising E17 2. Qualifications E18 3. Dealings by principal traders E18 4. Dealings by discretionary fund managers E19 5. Rule 9 E19 6. Disclosure of dealings in offer documentation E20 7. Consortium offers E20 7.3 Partial offers and ʻʻwhitewashesʼʼ E20 19.4.10 7
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: CONTENTS CONTINUED 2.7 Consequences
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,
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DEFINITIONS CONTINUED Parties to th
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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 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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F20 RULE 9 CONTINUED 9.6 OBLIGATION
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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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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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H8 RULE 18. THE USE OF PROXIES AND
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I6 RULE 19 CONTINUED 19.4 ADVERTISE
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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 NOTES ON RULE 24.
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RULE 24 CONTINUED 24.11 NO SET-OFF
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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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30.3.09 SECTION M. TIMING AND REVIS
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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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App 1.2 APPENDIX 1 CONTINUED NOTES
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App 1.4 APPENDIX 1 CONTINUED 5 UNDE
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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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