The Takeovers Panel is consolidating and updating its guidance information on the website by topic. The latest updates are the Guidance Note on Independent Advisers and the Guidance Note on Rule 20 of the Takeovers Code and Collateral Arrangements.
The Guidance Note on Independent Advisers (August 2013) replaces a number of previous publications by the Panel and includes guidance on:
- Reports required in relation to takeover offers (reports under rules 21 and 22 of the Takeovers Code);
- Reports required in relation to meetings of shareholders (rule 18 of the Code, exemptions from the Code, and share buybacks); and
- Reports required in relation to compulsory acquisitions under the Code (rule 57).
The Guidance Note also sets out:
- The Panel's policy on the approval of independent advisers;
- The information that must be provided to the Panel by a firm or individual (including subcontractors) applying to be approved to be an independent adviser; and
- The statement of independence that must be included in the independent adviser's published report.
The Guidance Note on Rule 20 and Collateral Arrangements (August 2013) replacesRule 20 of the Code and collateral arrangements in a takeover (Code Word 26 – April 2010). This note provides guidance as to when collateral arrangements may have the effect of providing to some target company shareholders additional or different terms or consideration in breach of rule 20.
The Takeovers Panel has also updated the following guidance this year:
- Guidance note on Small Code Companies and Compliance with the Takeovers Code which reiterates much of the material from the Panel's previous commentary on Code-compliance by small Code companies, but now reflects the changes to the Takeovers Code and Takeovers Act that were passed in 2012; and
- Revised Guidance Note on Lock-Up Agreements (April 2013) which incorporates much of the commentary in earlier publications, but the Panel has added some new guidance on "intra-bid" lock-up agreements (i.e., a commitment by a shareholder to accept a current offer if the offer price were to be increased).