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the requirement in Rule 20.1 for the information or opinions to be made equally available to all offeree shareholders as nearly as possible at the same time and in the same manner should be satisfied by the offeror or offeree (as appropriate) at the same time publishing the information or opinion in an announcement published via a RIS.
The Code Committee proposes to introduce a new Rule 20.1(b) to reflect this position.
In addition, the Code Committee proposes to extend the requirements of Rule 20.1 to certain relevant materials, even if they do not contain any material new information or significant new opinion relating to the offer or a party to the offer, so that:
Communications by an offeror or offeree with its employees would be exempt from these requirements, even if certain employees are also shareholders in the offeree, provided that the communication does not include any material new information or significant new opinion relating to the offer or a party to an offer.
The Code Committee proposes to introduce a new Rule 20.1(c) to reflect this position.
The Code Committee recognises that there are certain circumstances in which it will be appropriate for information or opinions to be provided in confidence to one or more shareholders and other relevant persons. For example, an offeror may wish to meet with selected major offeree shareholders in order to ascertain their views on a possible offer or revised offer or to seek an irrevocable commitment to accept it.
The Code Committee is proposing that these circumstances would be included in a new note 6 on Rule 20.1. This would provide that:
The current note 3 on Rule 20.1 states that its provisions apply to all meetings held prior to or during an offer period 'unless the meetings take place by chance'. The Code Committee considers that unscheduled meetings should not be excluded from the scope of the proposed new Rule 20.2 and does not therefore propose to carry this provision over into the proposed new Rule.
The Code Committee is proposing to introduce a new Rule 20.4 to reflect the above proposals.
Under Rule 19.4 of the Code, the publication of advertisements connected with an offer or potential offer is prohibited unless the advertisement falls within certain exempt categories of advertisement. The Code Committee is proposing to amend Rule 19.4 to:
The Code Committee does not intend that the proposed amendments should alter the current operation of Rule 19.4 in any material way.
In addition, the Code Committee considers that Rule 19.4, as proposed to be amended, should be included within Rule 20, as a new Rule 20.5, on the basis that it should logically follow the provisions relating to the methods of communication of information and opinions relating to an offer or a party to an offer in Rules 20.1–20.4 (as proposed to be amended and introduced). For further details, see Resource Note: Takeover Code—Rule 20—Equality of information.
The Code Committee considers that it is unnecessary for Rule 19.2 to require a responsibility statement to be included in any advertisement published in connection with an offer, particularly given that the requirements of Rule 19.1 will in any event apply to the advertisement, and considers that it would be sufficient for the requirements of Rule 19.2 to apply only to documents published in connection with an offer. The Code Committee is therefore proposing to amend Rule 19.2 to remove references to advertisements.
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