This unofficial version of the Takeovers Code includes the amendments made by the Takeovers Code Approval Amendment Regulations 2007. The Code as amended came into force on 1 July 2007. Part 4
Code offers
General provisions
Same terms and consideration
An offer must be made on the same terms and provide the same consideration for all securities belonging to the same class of equity securities under offer.
Independent adviser's report
The directors of a target company must obtain a report from an independent adviser on the merits of an offer.
Independent adviser's report on fairness between classes
(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) In the report, the independent adviser must certify that, in the adviser's opinion, the offer complies with rule 8(3) or 8(4) or 9(5), as the case may be.
(3) If an independent adviser's report is obtained, the offer is deemed to comply with rule 8(3) or 8(4) or 9(5), as the case may be.
(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).
Minimum acceptance condition
(1) If, on the date of an offer, the offeror does not hold or control more than 50% of the voting rights in the target company, the offer must be conditional on the offeror receiving acceptances in respect of voting securities that, when taken together with voting securities already held or controlled by the offeror, confer-
(a) more than 50% of the voting rights in the target company; or
(b) in the case of a partial offer, any lesser percentage approved under rule 10(1)(b).
(2) The offeror must not take up any equity securities under the offer unless the condition referred to in subclause (1) is satisfied by the end of the offer period.
Offer period
(1) An offer must specify the period for which it will remain open and, subject to rules 25(4) and 26(1), must remain open for that period.
(2) The offer period must-
(a) commence with the date of the offer; and
(b) be not shorter than 30 days, and not longer than 90 days.
24A Extension of offer period
(1) The offer period may be extended by a variation of the offer, but, subject to subclause (2) and rule 24B, must not be extended beyond the maximum period.
(2) The Panel may extend the offer period by an order made under section 32(4)(d) of the Act, and the order may extend the offer period beyond the maximum period.
(3) The additional period for which an offer is extended under subclause (1) or (2) or rule 24B is deemed to be included in the offer period for the purposes of this code unless otherwise expressly provided.
(4) In this rule and in rules 24B and 25(3A), maximum period means the period of 90 days beginning with the date of the offer.
24B Extension of offer period in case of full offer conditional at outset as to level of acceptances
(1) This rule applies only to a full offer and only if-
(a) the offer at its outset was subject to a condition or conditions as to a minimum level of acceptances; and
(b) the condition or conditions have been satisfied or waived before the end of the offer period.
(2) The offer period in respect of an offer to which this rule applies may be extended beyond the maximum period by a period of up to 60 days beginning on the day on which the offer becomes unconditional as to a minimum level of acceptances.
Conditions
(1) An offer may be subject to any conditions, except those that depend on the judgement of the offeror or any associate of the offeror, or the fulfilment of which is in the power, or under the control, of the offeror or any associate of the offeror.
(2) An offer that is subject to any conditions must specify a date by which the offer is to become unconditional.
(3) The specified date referred to in subclause (2) may be changed to a later specified date if the offer is varied under rule 27(e).
(3A) The latest specified date referred to in subclause (2) or (3) must not be later than 14 days, or, if the acquisition requires statutory approval, 30 days, after the end of the offer period (excluding any part of the offer period that is extended beyond the maximum period under rule 24B).
(4) No condition contained in the offer has effect beyond the specified date referred to in subclause (3A), and the offer lapses if it does not become unconditional by that specified date.
(5) If an offer has become unconditional, both in respect of any minimum acceptance condition referred to in rule 23 and in respect of any conditions referred to in this rule, the offeror must immediately send a written notice to that effect to-
(a) the target company; and
(b) the Panel; and
(c) the registered exchange (if any voting securities of the target company are quoted on the registered exchange's market).
Withdrawal or lapse of offer
(1) An offer may be withdrawn only with the consent of the Panel.
(2) An offeror must immediately send a written notice that the offer is withdrawn or has lapsed in accordance with the terms of the offer to-
(a) the target company; and
(b) the Panel; and
(c) the registered exchange (if any voting securities of the target company are quoted on the registered exchange's market).
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