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In this section

Part 6 Offer procedure
  • Part 1 Preliminary provisions
    		•
  • Part 2 Fundamental rule and exemptions
    		•
  • Part 3 Specific requirements for exceptions to fundamental rule
    		•
  • Part 4 Code offers
    		•
  • Part 5 Dealings and defensive tactics
  • Part 6 Offer procedure
  • Part 7 Compulsory acquisitions
  • Part 8 Market manipulation
    		•
  • Schedules
    • 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.
    44.
    Offer document

    (1)
    The offer must-
    (a)
    be in writing; and

    (b)
    be on the same terms and conditions as those contained in or accompanying the takeover notice, except for-
    (i)
    conditions that have been satisfied or waived; and

    (ii)
    any variations to which the directors of the target company have given their prior written approval; and

    (iii)
    subject to subclause (3), any variation that extends the offer to an additional class or classes of security; and

    (iv)
    consequential amendments; and

    (c)
    be dated; and

    (d)
    contain, or be accompanied by,-
    (i)
    the information specified in Schedule 1 stated as at the date of the offer; and

    (ii)
    any document required to accompany the takeover notice sent under rule 41(2) that is required by the Securities Act 1978 or any other applicable law to accompany an offer of securities; and

    (iii)
    any additional information contained in, or that accompanied, the takeover notice under rule 41(4); and

    (iv)
    a copy of the target company statement (if the target company statement has been given to the offeror under rule 46(a)(i)).

    (2)
    The offer may contain, or be accompanied by, additional information of the kind described in rule 41(4).

    (3)
    The offer may be varied to extend the offer to an additional class or classes of security without the approval of the directors of the target company if-
    (a)
    the class or classes were not included in the terms or conditions contained in or accompanying the takeover notice but were included in the class notice given under rule 42A; and

    (b)
    the offeror has sent a notice of the variation referred to in subclause (1)(b)(iii) to the target company not less than 7 days before the date of the offer; and

    (c)
    the offeror has obtained a report or an amended report under rule 22 if any of rules 8(3) or 8(4) or 9(5) apply in relation to the offer as varied under subclause (1)(b)(iii); and

    (d)
    the notice of variation referred to in paragraph (b) is accompanied by a report or amended report (as the case may be) under rule 22.

    45.
    Despatch notice

    (1)
    Immediately on sending the offer document to the offerees, the offeror must-
    (a)
    send to the target company-
    (i)
    a notice in writing stating that the offer document has been sent to the offerees; and

    (ii)
    a copy of the offer document; and

    (b)
    send to the registered exchange a copy of-
    (i)
    the notice referred to in paragraph (a)(i); and

    (ii)
    the offer document; and

    (c)
    deliver to the Registrar of Companies for registration a copy of-
    (i)
    the notice referred to in paragraph (a)(i); and

    (ii)
    the offer document.

    (2)
    Subclause (1)(b) applies only if the offeror's or the target company's voting securities are quoted on the registered exchange's market.

    46.
    Target company statement
    The target company must-
    (a)
    either,-
    (i)
    within 14 days after it receives the takeover notice (or any longer period as the offeror may allow), send to the offeror a statement containing, or accompanied by, the information specified in Schedule 2 to accompany the offer; or

    (ii)
    within 14 days after it receives the despatch notice, send the statement referred to in subparagraph (i) to-
    (A)
    every offeree; and

    (B)
    the offeror; and

    (C)
    the registered exchange (if the voting securities of the target company or the offeror are quoted on the registered exchange's market); and

    (b)
    deliver a copy of the statement referred to in paragraph (a)(i) to the Registrar of Companies for registration-
    (i)
    immediately on receipt of the despatch notice (if the target company has sent the statement referred to in paragraph (a)(i) to the offeror under paragraph (a)(i)); or

    (ii)
    immediately on sending the statement referred to in paragraph (a)(i) to the persons referred to in paragraph (a)(ii) (if subparagraph (i) does not apply).

    47.
    Documents that must be sent to Panel or that Panel may require

    (1)
    A copy of a notice, statement, or other document that must be given or sent under rules 41 to 46 (excluding rule 42B) and rule 48 must at the same time be given or sent to the Panel in hard copy and (if possible) in electronic form.

    (2)
    The notice, statement, or other document must be given or sent to the Panel by or on behalf of the person who is responsible for giving or sending it under the relevant rule.

    (3)
    On request by the Panel the target company must send to the Panel a copy of the securities register that the target company must send to the offeror under rule 42B, and in that case the Panel's copy must be in the same form as the offeror's copy.

    (4)
    An offeror or target company or person acting on behalf of any of them who, in relation to an offer, publishes or sends to any offeree any statement or information that is not required to be published or sent by the rules of this code must, at the same time that the statement or information is published or sent, also send a copy of it to the Panel in hard copy and (if possible) in electronic form.

    48.
    Notification of altered offer document
    The offeror must notify the target company, as soon as practicable before it sends the offer document to the offerees, of all information to be included in the offer document that is altered from, or additional to, the information that was contained in, or accompanied, the takeover notice.

    49.
    Reimbursement of directors and target company

    (1)
    Despite anything in the constitution of the target company, each director of the target company is entitled to have refunded to the director by the target company any expenses properly incurred by the director on behalf, and in the interests, of holders of equity securities of the target company in relation to an offer or a takeover notice.

    (2)
    The target company may recover from the offeror, as a debt due to the target company, any expenses properly incurred by the target company in relation to an offer or a takeover notice, whether as a result of refunds made under subclause (1) or otherwise.

    49A
    Offeror must notify Panel, etc, of increases in acceptances of offer

    (1)
    The offeror must as soon as practicable notify the Panel and the target company in writing on each occasion when the total level of acceptances received for each class of equity securities subject to the offer increases by 1% or more of the total issued equity securities in each class in the target company.

    (2)
    If the target company or the offeror or any holding company of the offeror is a listed company or entity, the offeror must provide the registered exchange with the same notification that is required under subclause(1).