Takeover Panel consultation—communication and distribution of information

Takeover Panel consultation—communication and distribution of information

Darius Lewington, solicitor in the Lexis®PSL Corporate team, considers the latest public consultation by the Code Committee of the Takeover Panel (the Panel) regarding the communication and distribution of information and opinions during an offer.

Original news

Proposed Takeover Code amendments on communication and distribution of information during an offer, LNB News 15/02/2016 132
 
The Code Committee of the Panel has issued a public consultation paper 

setting out proposed amendments to the Takeover Code (the Code) with regard to the communication and distribution of information and opinions during an offer by, or on behalf of, an offeror or offeree.

Equality of information to shareholders

Rule 20.1 of the Code provides 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 is proposing to amend 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 would become a new Rule 20.1(a).
Requirement for an announcement

The Code Committee considers that the Code should provide greater clarity as to how the requirement for information to be made equally available to all offeree shareholders should be satisfied.The Code Committee is therefore proposing that, where any material new information or significant new opinions relating to an offer or a party to an offer are:

  • published by or on behalf of an offeror or the

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About the author:
Jenisa is Head of Market Tracker, a transaction analysis product that sits within Lexis®PSL Corporate. She has over 13 years of legal publishing experience, with a focus on researching and reporting on trends and developments in the corporate and commercial legal market. Previous roles include content developer for Lexis®PSL, Legal Podcaster at Informa, and Research Editor at Practical Law Company where she specialised in reporting on cross-border corporate and commercial developments from the firm’s New York office.