Changes relating to shareholder meetings for approving acquisitions or allotments

Published 1 May 2007

Notices of shareholder meetings – statement of voting securities of acquirers or allottees

Where the acquisition or allotment of parcels of shares in a Code company requires shareholder approval under rule 7(c) or 7(d) of the Code, the required content of the notice of meeting that must be sent to shareholders is set out in rules 15 and 16. These rules require disclosures relating to the percentage of voting securities that will be held or controlled by each acquirer or allottee after the acquisition or allotment.

Changes to rules 15 and 16 mean that the notice of meeting must now also disclose the aggregated control percentages of all the voting securities that will be held or controlled by an acquirer or allottee and by its associates.

Documents required to be sent to the Panel

As part of its routine compliance checking, the Panel asks for, and reviews, documents required for shareholder meetings held to approve acquisitions or allotments under the Code. However, the Code did not require that these documents be provided to the Panel.

New rule 19A requires all information for these shareholder meetings, including published information, (e.g. the notice of meeting or advertisements or letters to shareholders) to be sent to the Panel at the same time that it is sent to shareholders or published.