The Takeovers Panel is considering extending the Takeovers Code (Class Exemptions) Notice (No 2) 2001 in respect of the exemption from Rule 6 of the Takeovers Code. Currently, clause 25 of the Exemption Notice exempts transfers of code company voting securities between members of a wholly-owned group of bodies corporate from complying with Rule 6 to facilitate normal intra-group transactions where there is no change in the ultimate control of the voting rights in the code company. The proposed extension to the Exemption Notice would also exempt transfers of code company voting securities:

  • from a body corporate in a “group” to a natural person who controls the “group”; or
  • in the case of two bodies corporate in different “groups” controlled by the same natural person, from one body corporate to the other body corporate,

from complying with Rule 6 of the Code, subject to similar conditions to the existing class exemption.

In recent years the Panel has granted a number of individual exemptions to facilitate such transactions, but acknowledges that the preparation of an application for an individual exemption can involve significant time and expense for applicants, as well as a degree of uncertainty.

A copy of the consultation paper is available here. Submissions close on 12 September 2014.