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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. Schedule 2
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1.
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19A
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26.
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Date
The date of the target company statement.
The date of the target company statement.
Offer
A brief identification of the offer to which the statement relates.
A brief identification of the offer to which the statement relates.
Target company
The name of the target company.
The name of the target company.
Directors of target company
The names of the directors of the target company.
The names of the directors of the target company.
Ownership of equity securities of target company
(1)
The number, designation, and the percentage of equity securities of any class of the target company held or controlled by-
(a)
each director or senior officer of the target company and their associates; and
(b)
any other person holding or controlling 5% or more of the class, to the knowledge of the target company.
(2)
If any of the persons referred to in subclause (1) do not hold or control equity securities of the target company, a statement to that effect.
(3)
The number of equity securities of the target company-
(a)
that have, during the period specified in subclause (5), been issued to the directors and senior officers of the target company or their associates; or
(b)
in which the directors and senior officers or their associates have, during the period specified in subclause (5), obtained a beneficial interest under any employee share scheme or other remuneration arrangement.
(4)
The price at which the securities in subclause (3) were issued or provided.
(5)
The period referred to in subclause (3) is the 2-year period that ends with the date of the target company statement.
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.
Acceptance of offer
The name of every person referred to in clause 5(1)(a) who has accepted, or intends to accept, the offer, and the number of securities in respect of which the person has accepted, or intends to accept, the offer.
The name of every person referred to in clause 5(1)(a) who has accepted, or intends to accept, the offer, and the number of securities in respect of which the person has accepted, or intends to accept, the offer.
Ownership of equity securities of offeror
(1)
If the offeror is a company, the number, designation, and percentage of equity securities of any class of the offeror held or controlled by the target company and each director and senior officer of the target company and their associates.
(2)
If none of the persons referred to in subclause (1) hold or control any equity securities of the offeror, a statement to that effect.
Trading in equity securities of offeror
(1)
If the offeror is a company,-
(a)
the number and designation of any equity securities of the offeror that were acquired or disposed of by the persons referred to in clause 8 during the 6-month period referred to in clause 6(1); and
(b)
the consideration for, and the date of, every such transaction.
(2)
If no such securities were acquired or disposed of, a statement to that effect.
Arrangements between offeror and target company
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the offeror or any associates of the offeror, and the target company or any related company of the target company, in connection with, in anticipation of, or in response to, the offer.
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the offeror or any associates of the offeror, and the target company or any related company of the target company, in connection with, in anticipation of, or in response to, the offer.
Relationship between offeror, and directors and officers of target company
(1)
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the offeror or any associates of the offeror, and any of the directors or senior officers of the target company or any related company of the target company (including particulars of any payment or other benefit proposed to be made or given by way of compensation for loss of office, or as to their remaining in or retiring from office) in connection with, in anticipation of, or in response to, the offer.
(2)
A statement as to whether any directors or senior officers of the target company are also directors or senior officers of the offeror, or any related company of the offeror, and to identify those persons.
12.
Agreement between target company, and directors and officers
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the target company or any related company of the target company, and any of the directors or senior officers or their associates of the target company or its related companies, under which a payment or other benefit may be made or given by way of compensation for loss of office, or as to their remaining in or retiring from office in connection with, in anticipation of, or in response to, the offer.
Particulars of any agreement or arrangement (whether legally enforceable or not) made, or proposed to be made, between the target company or any related company of the target company, and any of the directors or senior officers or their associates of the target company or its related companies, under which a payment or other benefit may be made or given by way of compensation for loss of office, or as to their remaining in or retiring from office in connection with, in anticipation of, or in response to, the offer.
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