Notice (No 2) 2001
Pursuant to section 45 of the Takeovers Act 1993, the Takeovers Panel gives the following notice (to which is appended a statement of reasons of the Takeovers Panel).
Contents
Notice
- Title
- Commencement
This notice is the Takeovers Code (Class Exemptions) Notice (No 2) 2001.
This notice comes into force on 1 July 2001.
| (1) | In this notice, unless the context otherwise requires,-
Act means the Takeovers Act 1993 additional voting rights, in relation to any person who has increased voting control, means the portion of the voting rights in a code company held or controlled by the person that corresponds to the person's increase in voting control aggregate associate increase, in respect of any person whose control percentage has decreased in the manner referred to in clause 6(1) or clause 9(1) or clause 10(1) (the relevant decrease) and whose voting control is subsequently increased (the relevant increase), means,-
allotment includes the issue of voting securities by a code company and the sale, transfer, or other disposal of treasury stock by a code company
beneficiary,-
Code means the Takeovers Code approved by the Takeovers Code Approval Order 2000 (SR 2000/210) control percentage means the percentage of voting rights in a code company that a person holds or controls corporate representative means a person who is appointed by a body corporate that holds voting securities in a code company to attend, on behalf of the body corporate, 1 or more meetings of holders of voting securities in the code company group means a body corporate and its wholly-owned subsidiaries group parent means a body corporate that is a member of a group and is not a wholly-owned subsidiary of another body corporate lender means a person whose ordinary business includes the lending of money or the provision of financial services (including the holding of security interests on behalf of lenders) non-associate, in relation to a person, means any other person who is not an associate of the person receiver has the same meaning as in section 2(1) of the Receiverships Act 1993 security interest has the same meaning as in section 17(1)(a) of the Personal Property Securities Act 1999 sharebroker means a person permitted under the Sharebrokers Act 1908 to act as a sharebroker treasury stock means voting securities or securities that, but for the suspension of voting rights attached to them, would be voting securities issued by a code company and held by the code company underwriter means a person whose ordinary business includes entering into bona fide underwriting or subunderwriting contracts with respect to offers of securities upstream party, in relation to a person, means any other person who directly or indirectly has effective control over the person. |
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| (2) | In this notice, a reference to a person increasing voting control is a reference to the person becoming the holder or controller of an increased percentage of the voting rights in a code company. | |||||||||||
| (3) | Any term or expression that is defined in the Act or the Code and used, but not defined, in this notice has the same meaning as in the Act or the Code. | |||||||||||
Exemptions for certain acquisitions of voting securities
- Exemption for buyback approved by shareholders
| (1) | Every person who increases voting control as a result of the acquisition by a code company of its own voting securities is exempted from rule 6(1) of the Code in respect of that increase in voting control. | |
| (2) | The exemption is subject to the conditions in Schedule 1. | |
- Exemption for buyback that is not approved by shareholders: increased voting control eliminated within 6 months after increase
| (1) | Every person who increases voting control as a result of the acquisition by a code company of its own voting securities is exempted from rule 6(1) of the Code in respect of that increase in voting control. | |||||||||||||||
| (2) | The exemption is subject to the condition that-
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- Exemption for increased voting control within 6 months after buyback reduced control percentage
| (1) | Every person whose control percentage is, or has been, decreased as a result of the acquisition by a code company of its own voting securities is exempted from compliance with rule 6(1) of the Code in respect of any increase in the person's voting control after that decrease. | |||||||||
| (2) | The exemption is subject to the condition that-
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