Takeover Code updates—communication and distribution of information

Takeover Code updates—communication and distribution of information

In this analysis, we summarise the Takeover Code (Code) changes effective from 12 September 2016 regarding the communication and distribution of information and opinions during an offer.

Original news

Following its public consultation earlier this year, the Code Committee of the Takeover Panel (Panel) has published amendments to the Code relating to the communication and distribution of information and opinions during an offer by, or on behalf of, an offeror or offeree. The amendments  came into effect on 12 September 2016.

The Takeover Panel Code Committee: Instrument 2016/5

Equality of information to shareholders

Rule 20.1 of the Code previously provided that information must be made equally available to all offeree shareholders as nearly as possible at the same time and in the same manner. This reflects General Principle 1 of the Code, which provides that all holders of the securities of an offeree of the same class must be afforded equivalent treatment.

Information and opinions relating to an offer or party to an offer

The Code Committee has amended Rule 20.1 so as to make clear that it applies not only to information about a party to an offer (as currently stated), but also to 'information and opinions relating to an offer or a party to an offer'.

This amendment is intended to reflect how Rule 20.1 is currently interpreted in practice and becomes a new Rule 20.1(a).

Requirement for an announcement

A new Rule 20.1(b) has been introduced which provides that, where any material new information or significant new opinion relating to an offer or a party to an offer are:

  • published by or on behalf of an offeror or the offeree (other than in a document sent to offeree shareholders)
  • provided to any shareholder or other relevant person
  • provided to the media

the requirement in Rule 20.1 for the information or opinions to be made equally available to all offeree

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