CODEWORD

Section 32 of the Act is the primary section under which the Panel takes enforcement action for possible breaches of the Code. The Takeovers (Fees) Regulations 2001 provide the legislative basis for the Panel to recover some of its costs of holding such meetings in certain circumstances.

Section 32 meetings can be held by the Panel on its own initiative and also at the request of third parties. For example, a target company may ask the Panel to call a meeting under section 32 to investigate some action taken or about to be taken by an offeror in a current takeover.

Under section 35(3) of the Act, where a request is made to the Panel to hold a section 32 meeting and the Panel has not, within 14 days of receiving the request, made a determination, then various parties can apply directly to the Court for orders. The Court can make orders if it is satisfied that a person has not acted or is not acting or intends not to act in compliance with the Code.

Although the Panel is not compelled to hold a meeting when requested to do so it can be expected to convene a meeting unless the request is clearly frivolous or vexatious. Parties applying to the Panel to hold a meeting under section 32 should be aware that if the Panel decides that the person who was the subject of the meeting has acted, or is acting, or intends to act in compliance with the Code, then the person who requested the meeting would normally be expected to meet the full fees and costs of that meeting (at the rates prescribed in the Fees Regulations).