Corporate weekly highlights—14 December 2017

Corporate weekly highlights—14 December 2017
This week’s edition of Corporate highlights includes proposed amendments to the Takeover Code, the issue of AIM Notice 49 by the LSE, the publication of Handbook Notice 50 by the FCA and the interim arrangements for MiFID II/MiFIR registers. Additional highlights include, amongst others, the Investment Association’s statement on virtual-only AGMs and news analysis on the FRC’s annual assessment of corporate reporting in the UK.

In this issue:

Public company takeovers

Takeover Panel responds to proposals requiring bidders to make fuller disclosure of takeover plans

Following its public consultation on statement of intentions launched earlier in 2017 (PCP 2017/2), the Code Committee of the Takeover Panel (the Code Committee) has published a response statement entitled ‘Statements of intention and related matters’ (RS 2017/2). The Code Committee has adopted the amendments proposed in PCP 2017/2, subject to certain modifications.

The Code Committee issued PCP 2017/2 on 19 September 2017, which set out proposed amendments to the Takeover Code (the Code) with regard to statements of intention by bidders and related matter (see Takeover Panel proposes requiring bidders to make fuller disclosure of takeover plans, LNB News 19/09/2017 128)).

A key amendment that the Code Committee has adopted relates to the amendment to Rule 24.2(a)(i) (and paragraph (a)(i) of the new Note 1 on Rule 2.7), which, with some minor amendments, expands the rule that requires the offeror to state its intentions regarding the offeree’s research and development functions, the balance of the skills and functions of the offeree’s employees and management, and the location of the offeree’s headquarters and headquarters functions. The expansion will further assist offeree company boards, employee representatives and pension scheme trustees in this regard.

In addition,

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