Takeovers Code Approval Amendment Regulations 2007
Trading in target company equity securities
"(1)
If any of the persons referred to in clause 5(1) has, during the 6-month period before the latest practicable date before the date of the target company statement, acquired or disposed of any equity securities of the target company,-
"(a)
in respect of each such person, the total number and the designation of each class of the equity securities acquired or disposed of; and
"(b)
in the case of a person referred to in-
"(i)
clause 5(1)(a), the number of securities, the consideration per security, and the date of each transaction to which this subclause applies; or
"(ii)
clause 5(1)(b)-
"(A)
in the case of a single transaction in any week to which this subclause applies, the number of securities, the consideration per security, and the week of each transaction; and
"(B)
in the case of multiple transactions in any week to which this subclause applies, the total number of securities acquired or disposed of in a week, in each class, and the weighted average consideration per security per class.
"(2)
If no person referred to in clause 5(1) has, during the 6-month period referred to in subclause (1), acquired or disposed of equity securities of the target company, a statement to that effect."
New clauses 13 and 13A of Schedule 2 substituted
Schedule 2 is amended by revoking clause 13 and substituting the following clauses:
Interests of directors and officers of target company in contracts of offeror or related company
"(1)
A statement as to whether any director or senior officer of the target company or their associates has an interest in any contract to which the offeror, or any related company of the offeror, is a party.
"(2)
Particulars of the nature of any interest referred to in subclause (1).
"(3)
The extent and (if capable of quantification) monetary value of any interest referred to in subclause (1).
"(4)
Subclause (3) does not apply if the contract was entered into in the ordinary course of business of the offeror or its related company and on usual terms and conditions.
Interests of target company's substantial security holders in material contracts of offeror or related company
"(1)
A statement as to whether any person who, to the knowledge of the directors or the senior officers of the target company holds or controls 5% or more of any class of equity securities of the target company, has an interest in any material contract to which the offeror, or any related company of the offeror, is a party.
"(2)
Particulars of the nature of any interest referred to in subclause (1).
"(3)
The extent and (if capable of quantification) monetary value of any interest referred to in subclause (1).
"(4)
Subclause (3) does not apply if the contract was entered into in the ordinary course of business of the offeror or its related company and on usual terms and conditions."
New clause 19A of Schedule 2 inserted
Schedule 2 is amended by inserting the following clause after clause 19:
Different classes of securities
"(1)
If an independent adviser's report is required under rule 22,-
"(a)
the identity of the independent adviser; and
"(b)
a copy of the adviser's full report.
"(2)
If a further report obtained by the offeror under rule 30 is to be sent by the target company with the target company statement under rule 30(3),-
"(a)
the identity of the independent adviser from whom the further report was obtained; and
"(b)
a copy of the adviser's full further report; and
"(c)
an explanation of why the further report is required in addition to the initial report required under rule 22."
New Schedule 3 added
The code is amended by adding the schedule set out in the Schedule to these regulations.
Transitional provision
The Code that is in force immediately before the commencement of these regulations (the pre-amendment Code) applies, and the Code as amended by these regulations does not apply, to-
(a)
any offer made pursuant to a takeover notice that has been sent to a target company before the commencement of these regulations:
(b)
any compulsory sale or voluntary sale pursuant to an acquisition notice that is sent by the dominant owner who becomes the dominant owner by reason of acceptances of an offer to which paragraph (a) applies:
(c)
any notice of meeting of shareholders to be held for the purposes of rule 7(c) or 7(d) of the pre-amendment Code that has been sent to shareholders before the commencement of these regulations.
