CODEWORD

Rule 47(4) provides that an offeror or target company or person acting on behalf of any of them who, in relation to an offer or a takeover notice, publishes or sends to any offeree any statement or information that is not required to be published or sent under the Code must, at the same time that the statement or information is published or sent, also send a copy of it to the Panel. Rule 19A(2) is in similar terms in respect of documents relating to shareholder meetings held under rule 7(c) or (d).

The Panel is aware that there may be some confusion in the market about the breadth of rule 47(4) and rule 19A(2) of the Code. In recent takeover transactions, parties were unclear whether call scripts, shareholder presentations and slides, and other similar documents or information must be sent to the Panel.

Consistent with the common law, to ‘publish’ information to offerees is construed widely by the Panel, and includes information conveyed to shareholders at investor meetings or by telephone. This means that slides or presentation notes for meetings with offerees, call scripts and associated ‘question and answer’ scripts that are used by, or on behalf of, offerors or target companies are all required to be provided to the Panel.