On 27 September 2013, the Takeover Panel (‘the Panel’) published an amended version of Practice Statement No 1 (dealing with Rule 20.1 of the Takeover Code: Equality of information to shareholders and the policing of meetings) aimed at improving the disclosure of material changes in information. The amendments, which took effect on 30 September 2013, include the following:

  • if material new information is forthcoming, or if significant new opinions are expressed, at a meeting held during the offer period, an announcement (instead of a circular as before) giving details of any new matters must be made as soon as possible after the meeting. The Panel may also require that an additional document be sent to shareholders and persons with information rights, and made available to the target’s employee representatives as well as to the trustees of the target’s pension schemes; and
  • the Panel may agree to a meeting being held during the offer period on the basis that, instead of an immediate announcement being made, the Panel receives written confirmation that the information and/or opinions will be included in the announcement to be made under Rule 2.7 (the announcement of a firm intention to make an offer).

Takeover Panel Practice Statement No. 1: Rule 20.1 – Equality of Information to Shareholders and the Policing of Meetings available at:

http://www.thetakeoverpanel.org.uk/wp-content/uploads/2008/11/ps01.pdf

Reminder: certain other changes to the Takeover Code (‘the Code’) also took effect on 30 September 2013. In brief, these included the following:

  • changes to expand the jurisdiction of the Code to cover more companies, including many AIM companies which have their registered office in the UK, the Channel Islands or the Isle of Man, irrespective of the location of the company’s place of central management and control1; and
  • changes to revise the rules relating to profit forecasts and quantified financial benefit statements, as well as the rules relating to material changes in information provided in offer periods2.