Consolidation of Guidance Notes
Published 1 November 2013
As part of the consolidation and update of its guidance material, the Panel has uploaded the following Guidance Notes to its website:
Consolidated guidance note on independent advisers
The Guidance Note consolidates the large amount of previous guidance given by the Panel into one document.
The purpose of the Guidance Note is to assist those who are approved as independent advisers by the Panel to prepare a report under any of rules 18, 21, 22, or 57 of the Takeovers Code or under a class exemption or individual exemption granted by the Panel from the Code. The Panel has updated its guidance on rule 18 reports in relation to allotments of voting securities.
The appendices to the Guidance Note contain: (a) the Panel’s Policy on the Approval of Independent Advisers; (b) the information that must be provided in an application for approval to act as an independent adviser; and (c) a standard form statement of independence.
Consolidated Guidance Note on exemptions
The consolidated publication reiterates the Panel’s policy on the use of its exemption power. It also contains the Panel’s approach to exemptions in a number of different fact scenarios and brief descriptions of the various class exemptions that have been granted by the Panel.
The appendices to the Guidance Note contain: (a) the Guide for Exemption Applications; and (b) the information that must be contained in an exemption application.
Updated Guidance Note on rule 20 and collateral arrangements
The purpose of the Guidance Note is to provide information as to when collateral arrangements may have the effect of providing to some target company shareholders additional or different terms or consideration in breach of rule 20.
In the update, the Panel has added a summary on its approach to a rule 20 issue in the New Image Trustee/ New Image Group takeover in early 2013, and some general principles in the Conclusion.
Consolidated Guidance Note on association and control
The Code contains two key anti-avoidance mechanisms to prevent its application being circumvented by transaction structuring techniques: the first is the concept of “control” of voting rights; the second is the concept of “association”. The Guidance Note updates and consolidates the Panel’s previous guidance into one document.
Updated Guidance Note on defensive tactics
This Guidance Note was prepared to assist market participants to understand the Panel’s approach when the directors of a target company engage in, or permit, defensive tactics in relation to a takeover offer or potential takeover offer.
The Guidance Note has now been updated to include guidance on the meaning of the word “imminent” in rule 38(1) of the Code.
Updated Guidance Note on timing rules in the Code
The purpose of the Guidance Note is to advise market participants on the Panel’s interpretation and application of all of the rules in the Code that relate to time.
The update includes explanations and charts on new timing rules in the Code and on several timing rules that had not been included in the previous versions of the Guidance Note.
All updated guidance notes can be found here.