The Takeover Code

The Takeover Code ©The Panel on Takeovers and Mergers All rights reserved ISBN 0 9500466 6 3 PFBPH Typeset and printed by RR Donnelley. COMMUNICATION WITH THE PANEL General enquiries Postal communications and “by hand” deliveries should be addressed to: The Secretary The Panel on Takeovers and Mergers 10 Paternoster Square London EC4M 7DY You may also contact the Panel as follows: Telephone: Fax: E-mail: +44 (0) 20 7382 9026 +44 (0) 20 7236 7005 info@thetakeoverpanel.org.uk Market Surveillance Unit The Panels Market Surveillance Unit may be contacted as follows: Telephone: Fax: E-mail: +44 (0) 20 7638 0129 +44 (0) 20 7236 7013 monitoring@disclosure.org.uk (Note: this e-mail address is to be used solely for the transmission of disclosure forms and not for general enquiries or questions) Electronic filing of documents, announcements and other information Copies of documents, announcements and other information published in connection with an offer that are required to be sent to the Panel in electronic form should be sent by e-mail to documentfiling@thetakeoverpanel.org.uk. KEEPING THIS VOLUME UP-TO-DATE Future amendments or additions will be made by the issue of replacement or new pages. As and when amendments or additions are published they will be accompanied by an updated checklist of page references (see inside back cover). In this way it will be possible to be sure that the volume is up-to-date. Further copies may be obtained from the Secretary, The Panel on Takeovers and Mergers, at a price of £50 each. There is an annual charge of £25 for the amendments service. 20.5.13 PUBLICATION DATES First edition in loose-leaf format Second edition Third edition Fourth edition Fifth edition Sixth edition Seventh edition Eighth edition Ninth edition Tenth edition Eleventh edition (From time to time amendments are issued.) 19 April 1985 26 January 1988 25 October 1990 8 July 1993 16 December 1996 12 July 2000 1 May 2002 20 May 2006 30 March 2009 19 September 2011 20 May 2013 20.5.13 1 Contents—Summary THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE) INTRODUCTION GENERAL PRINCIPLES DEFINITIONS THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE RESTRICTIONS ON DEALINGS THE MANDATORY OFFER AND ITS TERMS THE VOLUNTARY OFFER AND ITS TERMS PROVISIONS APPLICABLE TO ALL OFFERS CONDUCT DURING THE OFFER DOCUMENTS FROM THE OFFEROR AND THE OFFEREE BOARD PROFIT FORECASTS ASSET VALUATIONS DISTRIBUTION OF DOCUMENTATION DURING AN OFFER OFFER TIMETABLE AND REVISION RESTRICTIONS FOLLOWING OFFERS PARTIAL OFFERS REDEMPTION OR PURCHASE BY A COMPANY OF ITS OWN SECURITIES DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS SECTION A B C D E F G H I J K L M N O P Q R WHITEWASH GUIDANCE NOTE FORMULA OFFERS GUIDANCE NOTE DIRECTORS RESPONSIBILITIES AND CONFLICTS OF INTEREST GUIDANCE NOTE RECEIVING AGENTS CODE OF PRACTICE TENDER OFFERS APPENDIX 1 APPENDIX 2 APPENDIX 3 APPENDIX 4 APPENDIX 5 BID DOCUMENTATION RULES FOR THE PURPOSES OF SECTION 953 OF THE COMPANIES ACT 2006 SCHEMES OF ARRANGEMENT DOCUMENT CHARGES APPENDIX 6 APPENDIX 7 Doc 20.5.13 3 THE CITY CODE ON TAKEOVERS AND MERGERS Contents page INTRODUCTION 1 OVERVIEW A1 2 THE CODE A1 3 COMPANIES, TRANSACTIONS AND PERSONS SUBJECT TO THE CODE A3 4 THE PANELAND 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 PANELS 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 A23 14 ISLE OF MAN A23 15 JERSEY A23 16 GUERNSEY A23 GENERAL PRINCIPLES B1 DEFINITIONS C1 20.5.13 ... - tailieumienphi.vn