The Takeover Code, or more formally The City Code on Takeovers and Mergers,[1] is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in the EU Takeover Directive.[2]
The code is designed principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The code also provides an orderly framework within which takeovers are conducted.
Rule 3, who may advise shareholders on offers or approaches
Rule 6, acquisitions requiring offer of a minimum level of consideration
Rule 9, when a mandatory offer is required, and who is responsible to make it
Rule 10, offer can be declared unconditional once the offeror holds over 50% of the voting shares of the offeree
Rule 11, when cash or securities are required as the offer
Rule 14, where there is more than one share capital class
Rule 16, special deals with favourable conditions
Rule 21, actions that could have the effect of frustrating a takeover bid require shareholder approval
Rule 21.3, information provided by the board of the offeree to the recommended offeror must be available to a competing offeror (if one approaches)
Rule 31.4, offer to remain open for 14 days after unconditional as to acceptances
Rule 32.3, if the offer is revised all shareholders are entitled to reconsider
Rule 33.2, shutting off cash underwritten alternatives
Rule 36, for partial offers, the panel's consent is required
Rule 37, regulating a company's purchase of own securities
This section needs expansion. You can help by adding to it. (July 2010)
PL Davies, E Schuster and E Van de Walle de Ghelcke, 'The Takeover Directive as a Protectionist Tool?' (2010) EGCI Working Paper
D Kershaw, 'The Illusion of Importance' (2007) 56 ICLQ 267
Richard Wachmann, 'CBI argues for takeover code to be tightened' (27 July 2010) The Guardian
External linksedit
City Code on Takeovers and Mergers
The Takeover Panel website
April 11, 2024
takeover, code, more, formally, city, code, takeovers, mergers, binding, rules, that, apply, listed, companies, united, kingdom, such, those, trading, london, stock, exchange, many, provisions, mirrored, takeover, directive, contents, contents, links, also, re. The Takeover Code or more formally The City Code on Takeovers and Mergers 1 is a binding set of rules that apply to listed companies in the United Kingdom such as those trading on the London Stock Exchange Many of its provisions are mirrored in the EU Takeover Directive 2 Contents 1 Contents 2 Links 3 See also 4 References 5 External linksContents editThe code is designed principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror The code also provides an orderly framework within which takeovers are conducted Rule 3 who may advise shareholders on offers or approaches Rule 6 acquisitions requiring offer of a minimum level of consideration Rule 9 when a mandatory offer is required and who is responsible to make it Rule 10 offer can be declared unconditional once the offeror holds over 50 of the voting shares of the offeree Rule 11 when cash or securities are required as the offer Rule 14 where there is more than one share capital class Rule 16 special deals with favourable conditions Rule 21 actions that could have the effect of frustrating a takeover bid require shareholder approval Rule 21 3 information provided by the board of the offeree to the recommended offeror must be available to a competing offeror if one approaches Rule 31 4 offer to remain open for 14 days after unconditional as to acceptances Rule 32 3 if the offer is revised all shareholders are entitled to reconsider Rule 33 2 shutting off cash underwritten alternatives Rule 36 for partial offers the panel s consent is required Rule 37 regulating a company s purchase of own securitiesThis section needs expansion You can help by adding to it July 2010 Links editRule 3 adviser Designated Professional BodySee also editMergers and acquisitions in United Kingdom law Takeover Panel Hogg v Cramphorn Ltd 1967 Ch 254 Howard Smith Ltd v Ampol Petroleum Ltd 1974 AC 821 Imperial Group Pension Trust Ltd v Imperial Tobacco Ltd 1991 11 ILRM 66 poison pill defence R v Panel for Takeovers and Mergers Ex p Datafin 1987 QB 815References edit The Takeover Code PDF The Panel on Takeovers and Mergers Archived from the original PDF on 7 October 2010 Retrieved 29 July 2010 2004 25 EC PL Davies E Schuster and E Van de Walle de Ghelcke The Takeover Directive as a Protectionist Tool 2010 EGCI Working Paper D Kershaw The Illusion of Importance 2007 56 ICLQ 267 Richard Wachmann CBI argues for takeover code to be tightened 27 July 2010 The GuardianExternal links editCity Code on Takeovers and Mergers The Takeover Panel website Retrieved from https en wikipedia org w index php title The Takeover Code amp oldid 1162856688, wikipedia, wiki, book, books, library,
