New Takeover Rules have just been published by the Irish Takeover Panel, and will take effect from 6 January 2014. The new rules will not however apply to any transaction that is in being on or before that date.
According to the Panel, the new Rules reflect, in the main, the amendments proposed in the three Consultation Papers published by the Panel in July 2011 and February 2012, which we previously reported on. As a result of comments received during the consultation processes (including a submission made by A&L Goodbody), some modifications were made to the proposed rule changes set out in those Consultation Papers, and details of these changes, as summarised by the Panel, are set out below.
The Irish Panel has not replicated the range of changes made in recent years by the UK Panel on Takeovers and Mergers, though it is keeping some of those changes (such as those relating to inducement arrangements) under review.
Summary of changes made to Rule changes proposed in 2011 and 2012
- Rule 2.4(b) the Rule has been amended to clarify that the identity of the offeror must have been disclosed through an announcement by the offeror of the offeree before the Panel will consider imposing a put-up or shut-up deadline.
- Rule 2.8. The Rule now expressly sets out, in subparagraph (c)(ii), the circumstances in which a person who has made a statement to which Rule 2.8 applies may set aside the statement.
- Rule 16.2(b)(iv). An exception has been introduced to disapply Rule 16.2(b)(i) and (ii) in the case of incentivisation arrangements for offeree management where they involve participation in pre-existing arrangements of the offeror.
- Rule 19.6(c)(ii). The Rule has been amended to clarify that the adviser is required to correct immediately a misleading or inaccurate statement by the adviser's client only where they adviser is aware or ought reasonably to be aware that the statement is misleading or inaccurate.
- Rule 26. A new Rule 26(a)(ii) has been introduced to require that an offeror and the offeree must each use its own website when publishing copies of the documents specified under Rule 26.
- Rule 42. The Panel has decided not to implement this proposed Rule at this time.
Additional changes to Guidance Notes
- Rule 3.3 of Part A. A Note has been added to provide guidance in relation to the circumstances in which the Panel may be prepared to consider a rebuttal of the presumption that the directors are acting in concert with a company which owns or controls 20% or more of the equity share capital or relevant company.
- Rule 2.8 of Part B. As a consequence of the amendment to Rule 2.8 referred to above, Note 2 on Rule 2.8 has been amended.
- Rule 11.2 of Part B. A new Note 1 has been added to clarify that, when a securities exchange offer is required under Rule 11.2, the offeror will normally also be obliged under Rule 11.1 to make a cash alternative offer in respect of the same offeree.