The SFC will amend Note 4 to Rules 3.1, 3.2 and 3.3 of the Takeovers Code and Practice Note 12 such that: (i) an offeror is not required to consult the SFC before approaching a shareholder with a material interest (i.e. holding 5% or more of voting rights); (ii) t...
Previously, “voting rights” was defined under the Takeovers Code as voting rights currently exercisable at a general meeting of a company, whether or not attributable to the share capital of the company. The phrase “currently ex...
The SFC generally permits offerors to obtain irrevocable commitments from shareholders as to acceptance (or non-acceptance) of an offer, or on voting on resolutions relating to an offer, provided that they follow Note 4 to the Takeovers Code’s Rules 3.1, 3.2 and 3.3 and Practice N...
para. 3(b). The Code note 2(c) on rule 9.1 and Practice Statement 26, n. 38 above, para. 3(c) also note that the board positions held by the directors being replaced are also relevant, in the sense that a proposal to appoint or replace two or more non-executive directors would n...
Relevant accounting terminology used in the Schedules to the Codes is proposed to be brought into line with the latest accounting standards and to be conformed to certain amended requirements of the Listing Rules. [1]Note 1 to Rule 26 of the Takeovers Code. [2]as per Practice Note 20...
In the U.K., the Takeover Panel, created in March 1968, is the regulatory body that administers the City Code on Takeovers and Mergers. Similar to the Williams Act, the Code was designed to ensure good business standards and fairness to shareholders.5 We motivate the theoretical model of ...