Takeovers Code Approval Amendment Regulations 2007
Schedule
New Schedule 3 added
Regulations
Title
These regulations are the Takeovers Code Approval Amendment Regulations 2007.
Commencement
These regulations come into force on 1 July 2007.
Takeovers Code amended
These regulations amend the Takeovers Code (the code) set out in the Schedule of the Takeovers Code Approval Order 2000.
Rule 3: Interpretation
(1)
Rule 3(1) is amended by inserting the following definition in its appropriate alphabetical order:
"listed, in relation to a company or other entity, means a company or entity that is a party to a listing agreement with a registered exchange".
(2)
Rule 3(1) is amended by revoking the definition of
offer period and substituting the following definition:
"offer period means the period referred to in rules 24 to 24B".
(3)
Rule 3(1) is amended by revoking the definition of
record date and substituting the following definition:
"record date, in relation to an offer, means the latest date specified by the offeror under rule 43A(1)".
Rule 7: Exceptions to fundamental rule
(1)
Rule 7(a) is amended by omitting "and 2" and substituting "to 3".
(2)
Rule 7(b) is amended by omitting "and 2" and substituting "to 3".
(3)
Rule 7(c) is amended by---
(a)
omitting "the person" and substituting "a person"; and
(b)
omitting "19" and substituting "19A".
(4)
Rule 7(d) is amended by-
(a)
omitting "the person" and substituting "a person"; and
(b)
omitting "19" and substituting "19A".
(5)
Rule 7(e) is amended by revoking subparagraph (ii) and substituting the following subparagraph:
"(ii)
the resulting percentage of the total voting rights in the code company that is held or controlled by the person does not exceed by more than 5 the lowest percentage of the total voting rights in the code company that was held or controlled by the person in the 12-month period ending on, and inclusive of, the date of the increase:".
Rule 10: When offeror does not hold or control more than 50% of voting rights
(1)
Rule 10(1) is amended by omitting "for voting securities that, when taken together with voting securities already held or controlled by the offeror, confer--- and substituting "1 only of the following:".
(2)
Rule 10(1) is amended by revoking paragraphs (a) and (b) and substituting the following paragraphs:
"(a)
a partial offer for a specified percentage of the voting securities of each class not already held or controlled by the offeror that, when taken together with the voting securities already held or controlled by the offeror, confers more than 50% of the voting rights in the target company; or
"(b)
a partial offer for a specified percentage of the voting securities of each class not already held or controlled by the offeror that, when taken together with the voting securities already held or controlled by the offeror, confers 50% or less of the voting rights in the target company if approval is obtained in accordance with the following provisions:
"(i)
the takeover notice and the offer must include a statement that approval is sought under rule 10 of the Takeovers Code and that the offer is conditional on approval being obtained:
"(ii)
the offer must be accompanied by a separate approval document providing for the offeree to approve or object to the offeror making an offer for 50% or less of the voting rights in the target company:
"(iii)
approval under this rule is obtained if the offerees so approving hold more voting rights in the target company than are held by offerees so objecting:
"(iv)
for the purposes of subparagraph (iii), voting rights held by the offeror and its associates must be disregarded:
"(v)
for an approval or objection to be valid for the purposes of this rule, the completed approval document must be received by the target company or its agent before the end of the offer period.".
Rule 15: Notice of meeting: acquisition of voting securities
Rule 15(b) is amended by adding the following subparagraph:
"(iv)
the aggregate of the percentages of all voting securities that will be held or controlled by the person acquiring the voting securities and by that person's associates after completion of the acquisition; and".
Rule 16: Notice of meeting: allotment of voting securities
Rule 16(b) is amended by adding the following subparagraph:
"(iv)
the aggregate of the percentages of all voting securities that will be held or controlled by the person to whom the voting securities are being allotted and by that person's associates after completion of the allotment; and".
New rule 19A inserted
The following heading and rule are inserted after rule 19:
"Documents for Panel
Documents for Panel in respect of shareholder meetings
"(1)
A code company that sends a notice of meeting for the purposes of rule 15 or 16 must at the same time send to the Panel, in hard copy and (if possible) electronic form, a copy of that notice and any document accompanying it that relates to the meeting to be held for the purposes of rule 7(c) or 7(d).
"(2)
A person who publishes or sends to any holder of voting securities, in respect of a meeting held for the purposes of rule 7(c) or (d), a statement or information that is not required to be published or sent by the rules of this code must at the same time send to the Panel, in hard copy and (if possible) in electronic form, a copy of that statement or information."
Rule 22: Independent adviser's report on fairness between classes
(1)
Rule 22 is amended by revoking subclause (1) and substituting the following subclause:
"(1)
An offeror must obtain-
"(a)
a report from an independent adviser if rule 8(3) or 8(4) or 9(5) applies:
"(b)
a report or an amended report from an independent adviser if rule 44(3) applies."
(2)
Rule 22(2) is amended by omitting "the relevant rule specified in subclause (1)" and substituting "rule 8(3) or 8(4) or 9(5), as the case may be".
(3)
Rule 22(3) is amended by omitting "the relevant rule specified in subclause (1)" and substituting "rule 8(3) or 8(4) or 9(5), as the case may be".
(4)
Rule 22 is amended by adding the following subclauses after subclause (3):
"(4)
The report must contain the information specified in Schedule 3.
"(5)
The offeror must-
"(a)
send the report referred to in subclause (1)(a) to the prospective target company at the same time that it sends the takeover notice:
"(b)
send the report or amended report referred to in subclause (1)(b) to the prospective target company at the same time that it sends the notice of variation under rule 44(3)(b)."
