Takeover Panel guidance on the publication and implementation of Code amendments; expected to come into force on 19 September 2011
The Code Committee of the Takeover Panel has today, 1 July 2011, published guidance (the Guidance) on:
- when its proposed amendments (the Amendments) to the Takeover Code (the Code) will be published;
- when those amendments will come into force; and
- potential transitional arrangements.
The Guidance can be read here. The amendments discussed in the Guidance are set out in the Code Committee public consultation paper of 21 March 2011 (the PCP), which can be read here. Our post on the contents of the PCP can be read here.
The Guidance is issued on the basis that all of the Amendments will be implemented as proposed in the PCP, but the Code Committee “emphasises that it has not yet completed its detailed consideration of the responses to the consultation and that it has not therefore made any decisions with regard to the final text” of the Amendments.
Publication and coming into force of the Amendments
The Code Committee currently expects to publish a Response Statement setting out the final text of the amendments to the Code by the end of July 2011.
If the Response Statement is published by the end of July 2011, the Code Committee anticipates that the revised Code will come into effect on or around 19 September 2011 (the “Implementation Date”) and, except as described in the Guidance, the provisions of the revised Code would apply to all offers and potential offers from the Implementation Date.
Potential transitional arrangements
The Guidance sets out the proposed transitional arrangements for offer periods spanning the Implementation Date in relation to the requirements for a potential offeror to:
- be identified; and
- “put up or shut up” or obtain a deadline extension.
The Guidance also details how:
- offer-related arrangements;
- schemes of arrangements; and
- offer documents and offeree circulars
that span the Implementation Date will be treated.
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