Takeovers Code Approval Amendment Regulations 2007
Clause 6 of Schedule 1 amended
(1)
Clause 6(1) of Schedule 1 is amended by omitting "The number" and substituting "A statement of the number".
(2)
Clause 6(1) of Schedule 1 is amended by revoking paragraph (e) and substituting the following paragraph:
"(e)
any other person holding or controlling 5% or more of the class, to the knowledge of the offeror".
(3)
Clause 6 of Schedule 1 is amended by revoking subclause (2) and substituting the following subclause:
"(2)
A statement that except for those persons who are specified in the statement made under subclause (1) as holding or controlling equity securities of the target company, no person referred to in clause 6(1)(a) to (d) holds or controls equity securities of the target company."
New clause 7 of Schedule 1 substituted
Schedule 1 is amended by revoking clause 7 and substituting the following clause:
Trading in target company equity securities
"(1)
If any of the persons referred to in clause 6(1)(a) to (d) has, during the 6-month period referred to in subclause (3), acquired or disposed of any equity securities of the target company, in respect of each such person-
"(a)
the total number and the designation of each class of the equity securities acquired or disposed of; and
"(b)
in the case of a single transaction on any day to which this subclause applies, the number of securities, the consideration per security, and the date of the transaction; and
"(c)
in the case of multiple transactions on any day to which this subclause applies, the total number of securities acquired or disposed of on that day, in each class, and the weighted average consideration per security per class.
"(2)
If no person referred to in clause 6(1)(a) to (d) has, during the 6-month period referred to in subclause (3), acquired or disposed of any equity securities of the target company, a statement to that effect.
"(3)
The 6-month period referred to in subclauses (1) and (2) is,-
"(a)
if the information is specified under rule 41, the 6-month period before the date of the takeover notice:
"(b)
if the information is specified under rule 44, the 6-month period before the date of the offer."
Clause 13 of Schedule 1 revoked
Schedule 1 is amended by revoking clause 13.
New clause 17 of Schedule 1 substituted
(1)
Schedule 1 is amended by revoking clause 17 and substituting the following clause:
Classes of securities
"(1)
If the offer is for more than 1 class of securities,-
"(a)
a statement as to how the consideration and terms offered for each class of securities have been calculated to be fair and reasonable in compliance with rule 8(3) or 8(4) or 9(5), whichever applies; and
"(b)
a statement that-
"(i)
the offeror has obtained a report by [name of independent adviser] concerning the fairness and reasonableness of the consideration and terms of the offer in relation to the different classes of securities; and
"(ii)
the report will be sent to offerees with the target company statement; and
"(iii)
the offer should be read in conjunction with the report and with the report obtained by the target company on the merits of the offer.
"(2)
If the offer is for only 1 class of securities, the following statement:
No report is required under rule 22 of the Takeovers Code (which, if the offer is for more than 1 class of securities, requires a report by an independent adviser on the fairness and reasonableness of the consideration and terms of the offer as between different classes of securities)."
Clause 18 of Schedule 1 revoked
Schedule 1 is amended by revoking clause 18.
Clause 19 of Schedule 1 amended
Clause 19(1) of Schedule 1 is amended by omitting "the offer document" and substituting "or accompanying the takeover notice or the offer document* [*omit whichever does not apply]".
New heading to Schedule 2 substituted
The heading to Schedule 2 is omitted and substituted with the following heading: "Information that must be contained in, or must accompany, target company statement".
Clause 5(1)(b) of Schedule 2 amended
Clause 5(1)(b) of Schedule 2 is amended by omitting "more than 5%" and substituting "5% or more".
New clause 6 of Schedule 2 substituted
Schedule 2 is amended by revoking clause 6 and substituting the following clause:
