This unofficial version of the Takeovers Code includes the amendments made by the Takeovers Code Approval Amendment Regulations 2007. The Code as amended came into force on 1 July 2007. Part 6
Offer procedure
Takeover notice
(1) The offeror must send to the prospective target company a notice in writing that-
(a) states the offeror's intention to make an offer under this code; and
(b) contains, or is accompanied by, the information specified in Schedule 1 (except clauses 1 and 4) stated as at the date of the notice.
(2) If the offer will include an offer of securities to which the Securities Act 1978 applies, the notice referred to in subclause (1) must be accompanied by a copy of every relevant document.
(3) In subclause (2), every relevant document means every document that must be registered or lodged with, or produced to, any of the following persons or bodies for the offer to comply with the Securities Act 1978 (including any exemption granted under the Securities Act or any mutual recognition scheme established under that Act) or with the laws of any overseas jurisdiction in which the offer of securities is to be made:
(i) the Registrar of Companies (including any equivalent person or body in an overseas jurisdiction):
(ii) any regulatory body (including a regulator in an overseas jurisdiction):
(iii) any offeree of the securities.
(4) The notice may contain, or be accompanied by, any additional information that the directors of the offeror determine could affect the decision of the offerees to accept or reject the offer.
Offeror's notification obligations when takeover notice sent
(1) If the target company is a listed company, the offeror must send (electronically, if possible) to the registered exchange a copy of the documents that the offeror is required to send under rule 41.
(2) The offeror must send the documents to the registered exchange at the same time that the offeror sends the documents under rule 41.
(3) The offeror must send (electronically, if possible and if requested) within 1 day of receipt of the request, free of charge, a copy of the takeover notice and any of the documents that accompanied it under rule 41 to any person who requests them.
Target company's notification obligations when takeover notice received
(1) If it is a listed company, the target company must, immediately on receipt of a takeover notice,-
(a) notify the registered exchange in writing that a takeover notice has been received; and
(b) send (electronically, if possible) to the registered exchange a copy of the notice and the documents that accompanied it under rule 41.
(2) If it is not a listed company, the target company must, immediately on receipt of a takeover notice, do all that is reasonably practicable to ensure that every person to whom the offer will be made is given a notice in writing that states-
(a) that the target company has received a takeover notice; and
(b) the identity of the offeror; and
(c) the main terms and conditions of the proposed offer; and
(d) that a copy of the notice and any of the documents that accompanied it under rule 41 are available from the target company and the offeror free of charge on request.
(3) The target company must send (electronically, if possible and if requested) within 1 day of receipt of the request, free of charge, a copy of the takeover notice and of any of the documents that accompanied it under rule 41 to any person who requests them.
Target company must give offeror class notice
(1) In this rule, class notice means a written notice by the target company containing a description of,-
(a) in the case of a full offer, each class of its equity securities whether voting or non-voting; or
(b) in the case of a partial offer, each class of its voting securities.
(2) Not later than 2 days after receiving a takeover notice, the target company must send the offeror a class notice.
(3) The class notice must contain sufficient information about each class of equity security (in the case of a full offer) or voting security (in the case of a partial offer) to enable-
(a) the offeror to formulate an offer; and
(b) an independent adviser to provide a report under rule 22.
(4) In subclause (3), sufficient information includes the terms of issue of each relevant class of security and the number of those securities on issue in each class, as at the date of the class notice.
42B Target company must send offeror copy of securities register
Not later than 2 days after the record date, the target company must send to the offeror in electronic form (or in such other form as the target company and the offeror may agree), a copy of the target company's securities register relating to the securities to which the offer relates as at the record date.
Who are offerees
(1) The offerees in respect of an offer are the persons shown as the holders of securities in the target company to which the offer relates on the securities register of the target company as at the record date.
(2) Nothing in subclause (1) prevents the offeror from sending the offer to persons who acquire securities in the target company to which the offer relates after the record date.
43A Record date
(1) The offeror must send to the target company a notice in writing that specifies the record date for the purposes of the offer.
(2) The record date must not be more than 10 days before the date of the offer.
(3) The notice referred to in subclause (1) must be sent no later than 2 days before the record date.
(4) Before the offeror has sent the offer to the offerees, the offeror may change the record date to a later record date by giving a further notice or notices under subclause (1), and in that case subclauses (2) and (3) apply to that notice or those notices as well.
43B When offer must be sent
The offeror must send the offer to the offerees on a date that is-
(a) no later than 3 days after the date of the offer specified under rule 44(1)(c); and
(b) during the period beginning 14 days, and ending 30 days, after the takeover notice relating to the offer has been sent to the target company.
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