In the case of a compulsory acquisition under Part 7 the Panel expects to receive:
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from the dominant owner, the notice of dominant ownership under Rule 51; |
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from the dominant owner, the acquisition notice from the dominant owner to outstanding holders under Rule 54; and |
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from the dominant owner, the expert determination under Rule 57(5). |
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In addition, the Panel would appreciate receiving a copy of any other relevant statements made by listed companies to the Stock Exchange and, in the case of unlisted companies, copies of any relevant public statements or press releases.
The Panel will endeavour to acknowledge receipt of documents required to be sent to it as a matter of courtesy, but will not provide advice on them although it may wish to give administrative guidance from time to time. It is for the parties involved to take their own advice in relation to these documents and to assure themselves that they comply with the law. However, the Panel may, at its discretion, use or review these documents to determine whether or not there has been compliance with the Code and will, as resources allow, use these documents to assist it in monitoring takeover activity and practices.
If the Panel identifies possible non-compliant documents or behaviour at any time, it will make a decision on each occasion as to any action it will take, bearing in mind the circumstances of the case and the evidence then available to it.
GUIDE TO APPLYING FOR EXEMPTIONS FROM THE TAKEOVERS CODE
The Takeovers Panel has an exemption power under section 45(1) of the Takeovers Act 1993.
The Panel recognises that in some cases there may be technical difficulties with complying with the Code which justify an exemption being granted in order to facilitate the operation of the market. However, the objectives of the Code must not be compromised by the grant of such an exemption.
Exemptions may be granted subject to conditions. Example of such conditions might include:
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a requirement that additional voting securities are sold within a specified period to reduce the holding to a preexisting level consistent with the rules of the Code; |
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a restriction on the exercise of additional voting rights prior to the sell-down; |
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a requirement for shareholder approval of the exempted action or transaction; |
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a disclosure requirement under the exempted transaction which matches as closely as possible the disclosure that would otherwise be required by the Code. |
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