In Panel Statement 2016/9 which was published on 14 December 2016, the Panel announced the publication of new checklists and supplementary forms to be completed and submitted to the Panel by the financial adviser to a bidder or target (as appropriate) when publishing a firm offer announcement and the final form of certain documents.
The relevant checklist (and any supplementary forms) must accompany any final form:
- firm offer announcement,
- offer document,
- offeree board circular,
- scheme circular, or
- Rule 15 offer/proposal,
required to be sent to the Panel before, or at the time of, publication in accordance with Rules 30.5(a) or 30.5(b) of the Code (as appropriate).
In addition, there are supplementary forms for use in respect of:
- intention statements,
- profit forecasts,
- quantified financial benefits statements,
- asset valuations, and
- partial offers.
Whilst the checklists are intended to help with assessing whether such announcements and documents comply with applicable provisions of the Takeover Code, the Panel is keen to point out they are not intended to be used to “pre-vet” drafts. The Panel confirms that it will continue its current practice of only pre-vetting “whitewash” circulars and documents sent to shareholders in relation to a proposed re-registraton or Code waiver.
The checklists and supplementary forms, which should be used with immediate effect, can be downloaded from the new Checklists page on the Panel’s website. Information on how to complete the checklists and submit them to the Panel is also available from that page. To access the Checklists page, click here.
The checklists will be updated from time to time and the Panel therefore recommends that they are downloaded from its website as and when needed to ensure that the correct version is being used.