Page 1 - Page 2 - Page 3 - Page 4 - Page 5 - Page 6


In the case of a compulsory acquisition under Part 7 the Panel expects to receive:
  •  
    		•  from the dominant owner, the notice of dominant ownership under Rule 51;
  •  
    		•  from the dominant owner, the acquisition notice from the dominant owner to outstanding holders under Rule 54; and
  •  
    		•  from the dominant owner, the expert determination under Rule 57(5).

    In addition, the Panel would appreciate receiving a copy of any other relevant statements made by listed companies to the Stock Exchange and, in the case of unlisted companies, copies of any relevant public statements or press releases.

    The Panel will endeavour to acknowledge receipt of documents required to be sent to it as a matter of courtesy, but will not provide advice on them although it may wish to give administrative guidance from time to time. It is for the parties involved to take their own advice in relation to these documents and to assure themselves that they comply with the law. However, the Panel may, at its discretion, use or review these documents to determine whether or not there has been compliance with the Code and will, as resources allow, use these documents to assist it in monitoring takeover activity and practices.

    If the Panel identifies possible non-compliant documents or behaviour at any time, it will make a decision on each occasion as to any action it will take, bearing in mind the circumstances of the case and the evidence then available to it.

    GUIDE TO APPLYING FOR EXEMPTIONS FROM THE TAKEOVERS CODE

    The Takeovers Panel has an exemption power under section 45(1) of the Takeovers Act 1993.

    The Panel recognises that in some cases there may be technical difficulties with complying with the Code which justify an exemption being granted in order to facilitate the operation of the market. However, the objectives of the Code must not be compromised by the grant of such an exemption.

    Exemptions may be granted subject to conditions. Example of such conditions might include:
  •  
    		•  a requirement that additional voting securities are sold within a specified period to reduce the holding to a preexisting level consistent with the rules of the Code;
  •  
    		•  a restriction on the exercise of additional voting rights prior to the sell-down;
  •  
    		•  a requirement for shareholder approval of the exempted action or transaction;
  •  
    		•  a disclosure requirement under the exempted transaction which matches as closely as possible the disclosure that would otherwise be required by the Code.


    The most commonly asked questions about seeking an exemption, and answers to them, are detailed below together with a format for applying for an exemption.

    Applicants should be familiar with the policy of the Panel as outlined above and should study any reasons published in relation to exemptions already granted or declined. They should also be familiar with any relevant previous exemptions. However, the Panel will keep policies under review and it will not be bound by prior decisions.

    It should not be assumed that the Panel’s interpretation of the law as it applies in relation to a particular exemption is necessarily applicable for all purposes of takeovers law.

    By granting an exemption the Panel does not approve or endorse the subject transaction or any party. The Panel will regard any claim that it has endorsed or approved a transaction or party as false or misleading.

    WHAT CAN THE PANEL GIVE AN EXEMPTION FROM?

    You may apply to the Panel for an exemption from compliance with any provision of the Takeovers Code. The Panel cannot however grant an exemption from the Takeovers Act. Thus, applications which seek exemptions from parts of the Code which replicate the Act will not be granted.

    WHEN IS AN EXEMPTION REQUIRED?

    The Panel does not generally offer advice or give legal rulings on how the Takeovers Code applies and whether in the circumstances an exemption may be required. The applicant makes its own interpretation of the law when deciding whether to apply for an exemption. In difficult cases the Panel will ask the applicant to provide a legal opinion setting out clear reasons for concluding that the law necessitates an exemption. The Panel is also empowered to obtain independent expert advice or assistance relating to particular applications and to recover the cost of this, although we will consult beforehand if we think such advice is necessary. This is for the purpose o f ensuring that it has jurisdiction to act.

    IS A LAWYER NEEDED TO APPLY FOR AN EXEMPTION?

    Compliance with the Takeovers Code more often than not involves complex issues about the interpretation and application of the law. Questions about liability arise. The matter can be complex. Generally we recommend that you seek legal advice before making an application.

    HOW IS AN EXEMPTION APPLIED FOR?

    Applications should be in writing and addressed to the Chairperson, Takeovers Panel. They can be posted or faxed to us.


    Page 1 - Page 2 - Page 3 - Page 4 - Page 5 - Page 6

    Publications Index - Home Page