Takeover Directive: Panel consultation on implementation | Practical Law

Takeover Directive: Panel consultation on implementation | Practical Law

On 18 November 2005 the Panel published for consultation its detailed proposals for amending the Code to implement the Directive and the related provisions of the Company Law Reform Bill. The amendments proposed include: (1) changes to the Panel's its constitution, powers and procedures, including changes to reflect the Panel's expanded jurisdiction, which will include companies that have their registered office in the UK and securities admitted to trading on a regulated market in the UK - the residency test will no longer be applied to those companies; (2) amendments to the definition of "acting in concert" to reflect the Directive definition which does not require "active" co-operation between parties, is not limited to parties co-operating through the acquisition of shares by any of them, and includes persons who co-operate with the offeree company with a view to frustrating the successful outcome of a bid; and (3) new definitions of "offer", "shares or securities" and "voting rights" to ensure that the Code will apply to offers for all transferable securities carrying voting rights (and not only voting equity and non-equity). Responses should be received by 10 February 2006. The Panel envisages that the resulting final Code amendments will be published in Spring 2006.

Takeover Directive: Panel consultation on implementation

Practical Law UK Legal Update 7-201-6213 (Approx. 4 pages)

Takeover Directive: Panel consultation on implementation

Law stated as at 18 Nov 2005United Kingdom
On 18 November 2005 the Panel published for consultation its detailed proposals for amending the Code to implement the Directive and the related provisions of the Company Law Reform Bill. The amendments proposed include: (1) changes to the Panel's its constitution, powers and procedures, including changes to reflect the Panel's expanded jurisdiction, which will include companies that have their registered office in the UK and securities admitted to trading on a regulated market in the UK - the residency test will no longer be applied to those companies; (2) amendments to the definition of "acting in concert" to reflect the Directive definition which does not require "active" co-operation between parties, is not limited to parties co-operating through the acquisition of shares by any of them, and includes persons who co-operate with the offeree company with a view to frustrating the successful outcome of a bid; and (3) new definitions of "offer", "shares or securities" and "voting rights" to ensure that the Code will apply to offers for all transferable securities carrying voting rights (and not only voting equity and non-equity). Responses should be received by 10 February 2006. The Panel envisages that the resulting final Code amendments will be published in Spring 2006.