Takeovers Regulations 2000

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Schedule Takeovers code

r 2

Contents

1Title
2Commencement
3Interpretation
3AMeaning of code company
3ABExtended meaning of code company for purpose of completing code-regulated transactions
4Meaning of associate
4AAGeneral provision relating to statements
4ATransitional, savings, and related provisions
5No contracting out of code
5AInformation or documents must be given electronically to Panel
5BInformation or documents must be given electronically or non-electronically to financial product holder
5CInformation or documents must be given electronically to code company and offeror
6Fundamental rule
7Exceptions to fundamental rule
8Full offer
9Partial offer
10When offeror does not hold or control more than 50% of voting rights
11Excess acceptances: application
12Excess acceptances: 1 class of voting securities
13Excess acceptances: more than 1 class of voting securities
14Voting securities subject to disposition
14AInterpretation of rules 14A to 14E
14BSpecified holders must provide certificate
14CAcceptance by specified holder who has not provided certificate is invalid
14DCertificate requirements
14EOfferor’s obligations on receiving certificate
15Notice of meeting: acquisition of voting securities
16Notice of meeting: allotment of voting securities
16AHolder may request copy of financial products register
16BCode company must send copy of financial products register
16CRestriction on holder’s use of financial products register information
17Voting restrictions
18Independent adviser’s report
19Directors’ statement
19ADocuments for Panel in respect of shareholder meetings
19BExtra requirements where particulars required by Schedule 5 given (in accordance with rule 16(b)(ii))
20Same terms and consideration
21Independent adviser’s report
22Independent adviser’s report on fairness between classes
23Minimum acceptance condition if offeror does not hold or control more than 50% of voting rights
24Offer period
24AExtension of offer period
24BExtension of offer period in case of full offer conditional at outset as to level of acceptances
24CExtension of offer period if minimum acceptance condition satisfied or waived in final week
25Conditions
26Withdrawal or lapse of offer
27Permissible variations
28Variation notice
29Timing of variation
30Further reports required for certain variations
31Variation of consideration and consideration alternatives
32Procedure on variation of consideration and consideration alternatives
33Offer to specify date for payment of consideration
34Withdrawal of acceptance for non-payment of consideration
35Dispositions
36Acquisitions
37Position if consideration exceeds consideration specified in offer
38Defensive tactics restricted
39When action permitted
40Notice of meeting
41Takeover notice
41AOfferor’s notification obligations when takeover notice sent
42Target company’s notification obligations when takeover notice received
42ATarget company must give offeror class notice
42BTarget company must send offeror copy of financial products register
42CHolder may request copy of financial products register
42DTarget company must send copy of financial products register
42ERestriction on holder’s use of financial products register information
43To whom offer must be sent
43ARecord date
43BWhen offer must be sent
44Offer document
45Despatch notice
46Target company statement
47Documents that must be sent to Panel or that Panel may require
48Notification of altered offer document
49Reimbursement of directors and target company [Revoked]
49AOfferor must notify Panel, etc, of increases in acceptances of offer
49BNotice if rule 24C applies
49CNotice of conditions to which offer subject 10 working days before end of offer period
50Interpretation
51Notification of dominant ownership
52Dominant owner’s right
53Outstanding security holder’s right
54Acquisition notice
55Contents of acquisition notice
56Dominant owner through acceptances of offer
56AAlternative consideration options
57Determination of consideration in other cases
58Expert determination
59Return of instrument of transfer
60Payment of consideration if documents returned
61Payment of consideration if documents not returned
62Position if consideration fixed by expert determination
63Registration of dominant owner as holder of outstanding securities
64Misleading or deceptive conduct
65Exception for disclosure by investment advisers or brokers [Revoked]
[Revoked]
66Application, savings, and transitional provisions relating to amendments to code [Revoked]
1Transitional provisions for matters before commencement of Takeovers Code Approval Amendment Regulations 2014
2Transitional provision relating to rule 41 (Takeover notice)
3Transitional provision relating to rule 44 (Offer document)
4Matters before commencement of Takeovers Code Approval Amendment Regulations 2018
1Date
2Offeror and its directors
3Target company
4Advice statement
5Offer terms
5APartial offers: particulars of voting securities sought
6Ownership of equity securities of target company
7Trading in target company equity securities
7AComposition of non-derivative and derivative holdings
7BDisclosure about derivatives
7CHow to determine number of equity securities underlying derivatives
8Agreements to accept offer
9Arrangements to pay consideration
10Arrangements between offeror and target company
11Arrangements between offeror, and directors and senior managers of target company
12Financial assistance
13Market acquisitions of securities [Revoked]
14Intentions about material changes to target company
15Pre-emption clauses in target company’s constitution
16Escalation clauses
17Classes of financial products
18Additional disclosures required if consideration includes securities [Revoked]
19Certificate
1Date
2Offer
3Target company
4Directors of target company
5Ownership of equity securities of target company
6Trading in target company equity securities
6AComposition of non-derivative and derivative holdings
6BDisclosure about derivatives
6CHow to determine number of equity securities underlying derivatives
7Acceptance of offer
8Ownership of equity securities of offeror or of related company
9Trading in equity securities of offeror or of related company
10Arrangements between offeror and target company
11Relationship between offeror, and directors and senior managers of target company
12Agreement between target company, and directors and senior managers
13Interests of directors and senior managers of target company in contracts of offeror or related company
13AInterests of target company’s substantial security holders in material contracts of offeror or related company
14Additional information
15Recommendation
16Actions of target company
17Equity securities of target company
18Financial information
19Independent advice on merits of offer
19ADifferent classes of securities
20Asset valuation
21Prospective financial information
22Sales of unquoted equity securities under offer
23Market prices of quoted equity securities under offer
24Other information
25Approval of target company statement
26Certificate
1Identity of adviser
2Adviser’s qualifications and expertise
3No conflict of interest
4Statement in relation to rule 22 report and further rule 22 report
5Explanation for further rule 22 report