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The dominant owner should not make any suggestions as to who it thinks would be appropriate for appointment.
After receiving this information, the Panel will invite applications from persons it considers may be suitable to make an expert determination in the particular case.
The outline of an application for appointment as an expert is set out below.
A prior or existing relationship between an expert and all relevant entities must be disclosed to the Panel but will not automatically disqualify the expert from being approved. The Panel will wish to review the nature and extent of any such relationships before an appointment is made.
| OUTLINE OF APPLICATION FOR APPOINTMENT AS AN EXPERT (UPON INVITATION BY THE PANEL) |
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Name, address, place of business and contact details of applicant. |
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If the applicant is a company, the applicant’s place of incorporation should also be provided, together with background information as to the directors and shareholders of the applicant. |
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A statement certifying that the applicant’s professional
liability insurance cover is adequate in relation to the size of
the transaction. |
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A statement of the qualifications and expertise of the
applicant together with, if a firm or company is the applicant,
the names and curriculum vitae of the individuals who will
be involved in preparing the determination. This statement
should include evidence of previous relevant experience
demonstrating the applicant’s suitability for appointment. |
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Disclosure of all past and present relationships between the
applicant and the parties to the transaction or series of
transactions (including the directors and shareholders of any
such parties) in relation to which the expert determination is
required including statements as to the nature, extent and
duration of those relationships. |
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Disclosure of any direct or indirect pecuniary or other
interest, (other than the applicant’s fees for providing the
determination) in relation to the transaction (or series of
transactions) in respect of which the expert determination is
required. |
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A statement that the applicant has no conflict of interest that
could affect the applicant’s ability to provide an unbiased
determination. |
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An outline of the proposed fees the applicant would charge if
appointed. |
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Applications may be delivered, sent or faxed to the Panel. The Panel is also pleased to accept application by email but does not regard this as an appropriate means for the communication of confidential information.
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POLICY RELATING TO RECEIPT OF TAKEOVER DOCUMENTS
This policy outlines the Panel’s approach to documents which are required to be sent to it under the provisions of the Takeovers Code. It does not cover the Panel’s approach to documents which are lodged with it for specif ic purposes, such as the giving of Panel approval in relation to a matter. Cases of this nature might include an application for an ex emption, an application for approval by the Panel of a person as an “independent adviser” or an application for Panel consent to the withdrawal of a takeover offer.
A number of rules in the Takeovers Code require copies of documents relating to a takeover to be sent to the Panel at the same time as they are sent to or lodged with others. However, under the Takeovers Code, the Panel is not obliged to acknowledge, review, register or approve any documents it might receive under these rules.
In the case of a full or partial offer under Rule 7(a) or (b) the Panel expects to receive:
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from the offeror, the takeover notice (Rule 41); |
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from the target company, the notice to the Stock Exchange (or to the offerees if target not listed) advising of receipt of the takeover notice (Rule 42(1)); |
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from the offeror, the notice to the target company specifying
the record date (Rule 43(3)); |
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from the target company, confirmation in writing that it has
complied with Rule 42(2) and sent a copy of its securities
register to the offeror and will make it available to the Panel
upon request (Rule 42(2) and clause 26 of the Takeovers
Code (Class Exemptions) Notice (No 2) 2001); |
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from the offeror, the offer document sent to offerees at the
time specified in Rule 43(5); |
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from the offeror, the despatch notice sent to the target
company (Rule 45); |
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from the target company, the target company statement
complying with Rule 46; |
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from the acquirer, notification of acquisitions under Rule 36; |
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from the offeror, any variations to the offeror’s offer (Rule
28); and |
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from the offeror, notice that the offer has become
unconditional (Rule 25). |
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In addition, the Panel would appreciate receiving from the offeror a copy of the notification from the offeror to the target company under Rule 48.
In the case of an acquisition or allotment under Rule 7(c) or (d) the Panel would appreciate receiving from the code
company a copy of the documents relating to shareholder approval mechanisms (Rules 18-19) including the independent
adviser’s report.
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