This notice comes into force on the day after the date of its notification in the Gazette.

This notice expires on the close of 31 July 2011.

(1) In this notice, unless the context otherwise requires,—

(2) Any term or expression that is defined in the Act or the Regulations and used, but not defined, in this notice has the same meaning as in the Act or the Regulations.

Clause 4(1) annual report: amended, on 12 November 2004, by clause 3(1) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Clause 4(1) Exchange: substituted, on 12 November 2004, by clause 3(2) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Clause 4(1) half-yearly report: amended, on 12 November 2004, by clause 3(1) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Clause 4(1) interim report: amended, on 12 November 2004, by clause 3(1) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Clause 4(1) listed company: substituted, on 12 November 2004, by clause 3(3) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Clause 4(1) listed unit trust: inserted, on 12 November 2004, by clause 3(3) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Clause 4(1) quoted securities: substituted, on 12 November 2004, by clause 3(4) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

Clause 4(1) takeover notice: inserted, on 2 May 2003, by clause 3 of the Securities Act (Takeovers) Exemption Amendment Notice 2003 (SR 2003/87).

Clause 4(1) unquoted securities: substituted, on 12 November 2004, by clause 3(5) of the Securities Act (Takeovers) Exemption Amendment Notice 2004 (SR 2004/393).

This Part applies to quoted securities.

Every issuer and every person acting on its behalf are exempted from regulation 3(1) of the Regulations in the case of quoted securities that are equity securities.

Every issuer and every person acting on its behalf are exempted from regulation 3(2) of the Regulations in the case of quoted securities that are debt securities.

Every issuer and every person acting on its behalf are exempted from regulation 3(4) of the Regulations in the case of quoted securities that are units in a unit trust

The exemptions in this Part are subject to the conditions that—

• (a) the registered prospectus for the offer of the quoted securities contains the following information or is accompanied by the following documents:

  • (i) the name of the issuer and, if the issuer and the offeror are different persons, the relationship of the issuer to the offeror:

  • (ii) the material terms and conditions of the quoted securities:

  • (iii) a statement that a copy of the most recent annual report of the issuer is available on request:

  • (iv) a copy of the most recent half-yearly report of the issuer relating to a period after the annual report referred to in subparagraph (iii), if any:

  • (v) a copy of the most recent interim report of the issuer relating to a period after the annual report referred to in subparagraph (iii), if any, or, if a copy of a half-yearly report has been disclosed under subparagraph (iv), a copy of any interim report of the issuer relating to a period after that half-yearly report, if any:

  • (vi) any other information that could reasonably be expected to be material to the making of a decision by the target company's shareholders to accept or reject the code offer or, if there is no such information, a statement to that effect; and

• (b) the registered prospectus for the offer of the quoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

This Part applies to unquoted securities.

Every issuer and every person acting on its behalf are exempted from the following provisions of Schedule 1 of the Regulations in the case of unquoted securities that are equity securities:

• (a) clauses 1(4), 2(a) and (b), and 10(1)(b) and (2):

• (b) clause 11(3)(b) to the extent that that paragraph relates to the target company.

(1) The exemption from clause 1(4) of Schedule 1 of the Regulations is subject to the condition that the registered prospectus for the unquoted securities contains the following statement:

(2) The exemption from clause 10(1)(b) of Schedule 1 of the Regulations is, if the issuer is also the offeror, subject to the condition that the registered prospectus for the securities contains a statement of—

• (a) the expected effect on the operations of the target company of the acquisition by the issuer of securities in the target company resulting from the proposed code offer; and

• (b) the plans of the directors of the issuer for the target company.

(3) The exemption from clause 10(2) of Schedule 1 of the Regulations is, if the issuer is also the offeror, subject to the condition that the prospective statement of cash flows required by clause 10(1)(c) of Schedule 1 of the Regulations shows—

• (a) the likely effect on the cash flows of the issuer of the acquisition by the issuer of securities in the target company resulting from the proposed code offer; and

• (b) the principal assumptions on which the statement of cash flows is based.

(4) The exemption from clause 11(3)(b) of Schedule 1 of the Regulations is subject to the conditions that—

• (a) the registered prospectus for the unquoted securities contains all the information required under clause 11(3)(c) to (g) of that schedule relating to the target company that is within the knowledge, possession, or control of the issuer and that is not already contained in the offer document; and

• (b) the registered prospectus for the unquoted securities specifies the information required under clause 11(3)(c) to (g) of that schedule relating to the target company that is contained in the offer document together with cross-references; and

• (c) the registered prospectus for the unquoted securities specifies the information required under clause 11(3)(c) to (g) of that schedule relating to the target company that is not contained in the registered prospectus or the offer document and states the reasons for not including that information in those documents.

(5) The exemptions from clauses 1(4), 2(a) and (b), 10(1)(b) and (2), and 11(3)(b) of Schedule 1 of the Regulations are subject to the condition that the registered prospectus for the offer of unquoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

Every issuer and every person acting on its behalf are exempted from the following provisions of Schedule 2 of the Securities Regulations 1983 in the case of unquoted securities that are debt securities:

• (a) clauses 1(4) and 2(a) and (b):

• (b) clause 8(3)(b) to the extent that that paragraph relates to the target company.

(1) The exemption from clause 1(4) of Schedule 2 of the Regulations is subject to the condition that the registered prospectus for the unquoted securities contains the following statement:

(2) The exemption from clause 8(3)(b) of Schedule 2 of the Regulations is subject to the conditions that—

• (a) the registered prospectus for the unquoted securities contains all the information required under clause 8(3)(c) to (g) of that schedule relating to the target company that is within the knowledge, possession, or control of the issuer and that is not already contained in the offer document; and

• (b) the registered prospectus for the unquoted securities specifies the information required under clause 8(3)(c) to (g) of that schedule relating to the target company that is contained in the offer document together with cross-references; and

• (c) the registered prospectus for the unquoted securities specifies the information required under clause 8(3)(c) to (g) of that schedule relating to the target company that is not contained in the registered prospectus or the offer document and states the reasons for not including that information in those documents.

(3) The exemptions from clauses 1(4), 2(a) and (b), and 8(3)(b) of Schedule 2 of the Regulations are subject to the condition that the registered prospectus for the offer of unquoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

Every issuer and every person acting on its behalf are exempted from the following provisions of Schedule 3A of the Regulations in the case of unquoted securities that are units in a unit trust:

• (a) clause 1(6):

• (b) clause 9(3)(b) to the extent that that paragraph relates to the target company.

(1) The exemption from clause 1(6) of Schedule 3A of the Regulations is subject to the condition that the registered prospectus for the unquoted securities contains the following statement:

(2) The exemption from clause 9(3)(b) of Schedule 3A of the Regulations is subject to the conditions that—

• (a) the registered prospectus for the unquoted securities contains all the information required under clause 9(3)(c) to (e) of that schedule relating to the target company that is within the knowledge, possession, or control of the issuer and that is not already contained in the offer document; and

• (b) the registered prospectus for the unquoted securities specifies the information required under clause 9(3)(c) to (e) of that schedule relating to the target company that is contained in the offer document together with cross-references; and

• (c) the registered prospectus for the unquoted securities specifies the information required under clause 9(3)(c) to (e) of that schedule relating to the target company that is not contained in the registered prospectus or the offer document and states the reasons for not including that information in those documents.

(3) The exemptions from clauses 1(6) and 9(3)(b) of Schedule 3A of the Regulations are subject to the condition that the registered prospectus for the offer of unquoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.

This Part applies to offers of quoted securities and unquoted securities.

(1) Every issuer and every person acting on its behalf are exempted, in the case of quoted securities or unquoted securities, from the requirement to include in an investment statement in the list of questions referred to in clause 1.1 of Schedule 3D of the Regulations, the question “How much do I pay?”

(2) Every issuer and every person acting on its behalf are exempted, in the case of quoted securities or unquoted securities, from clause 5 of Schedule 3D of the Regulations and the italicised question above that clause.

(1) The exemption granted by clause 15(1) is subject to the condition that, in place of the question “How much do I pay?”, the investment statement includes the question “What will this cost me?”

(2) The exemption granted by clause 15(2) is subject to the condition that the investment statement—

• (a) contains a brief description of the terms of exchange of the quoted securities or unquoted securities and the securities in the target company under offer:

• (b) states the proportion of voting securities of the shareholders in the target company that the offeror wishes to acquire:

• (c) states the number of quoted securities or unquoted securities offered as consideration for securities in the target company, expressed as a ratio:

• (d) states the amount of any cash sum offered as consideration for each target company security under offer:

• (e) describes how a holder of securities in the target company may accept the code offer.

(3) The exemptions in clause 15 are subject to the condition that the investment statement for the offer of quoted or unquoted securities accompanies the takeover notice when it is provided to the target company under rule 41 of the Code.