内容

目次

1. The Panel on Takeovers and Mergers / Crispin Wright, Director General, the Panel on Takeovers and Mergers 1.1 Introduction 1.2 Key characteristics of the Panel: application of the Code according to the underlying purpose 1.3 Some key Rules 1.4 Code amendment 1.5 Practice Statements 1.6 The Panel and its Committees 1.7 The Executive 1.8 Takeover Appeal Board 1.9 Relationship between the Panel and the courts 1.10 Enforcement of the Code 1.11 Disciplinary powers 1.12 Confidentiality, information sharing and co-operation 2. The Approach, Announcements and Independent Advice / Piers Prichard Jones, Freshfields Bruckhaus Deringer LLP 2.1 General considerations 2.2 Companies and transactions to which the Code applies 2.3 The approach 2.4 Announcing the offer 2.5 Secrecy 2.6 Pre-bid announcements 2.7 Bid announcements 2.8 Independent advice 3. Share Dealings and Holdings - Restrictions and Disclosure Requirements / Andy Ryde, Slaughter and May; Roland Turnill, Slaughter and May 3.1 Introduction 3.2 Applicability of the Rules 3.3 Restrictions on the freedom to deal 3.4 Disclosure of share dealings 3.5 Miscellaneous 4. Mandatory and Voluntary Offers and their Terms / Christopher Pearson, Norton Rose Fulbright LLP; Nick Adams, Norton Rose Fulbright LLP 4.1 Introduction 4.2 The mandatory offer and its terms 4.3 The voluntary offer and its terms 4.4 Competition law issues 5. Provisions Applicable to all Offers, Partial Offers and Redemption or Purchase by a Company of its own Securities / Mark Gearing, Allen & Overy LLP 5.1 Introduction 5.2 Provisions applicable to all offers 5.3 Partial offers 5.4 Redemption or purchase of own securities 6. Documents from the Offeror and the Offeree / Carlton Evans, Linklaters LLP 6.1 Introduction 6.2 General obligations in respect of documents 6.3 Early stage documents 6.4 Offer document contents - Rule 24 6.5 Offeree circular contents - Rule 25 6.6 Schemes of arrangement 6.7 General publication requirements 6.8 Specific issues 6.9 Other documents and announcements 6.10 Offers to holders of convertible securities and options -- Rule 15 6.11 Offeror documents required by the Listing Rules 6.12 Liability for inaccurate or misleading statements in offer documentation 6.13 FSMA 2000 - financial promotion 6.14 Companies Act 2006 7. Conduct During the Offer; Timing and Revision; and Restrictions Following Offers / David Pudge, Clifford Chance LLP; Lee Coney, Clifford Chance LLP 7.1 Introduction 7.2 Conduct during the offer 7.3 Timing and revision 7.4 Extension of the offer 7.5 Revisions and increases 7.6 Alternative offers 7.7 Restrictions following offers and possible offers 8. Profit Forecasts, Quantified Financial Benefits Statements and Asset Valuations / Ursula Newton, PricewaterhouseCoopers LLP 8.1 Introduction 8.2 Profit forecasts 8.3 Quantified financial benefits statements 8.4 Asset valuations 9. Application of the Market Abuse Regime to Takeovers / Mark Bardell, Herbert Smith Freehills LLP 9.1 Introduction 9.2 Background to the market abuse regime 9.3 Market abuse explained 9.4 Relevant powers of the Financial Conduct Authority 9.5 Impact on takeovers in practice