The Securities Markets (Unsolicited Offers) Regulations 2012 have now been signed into law and come into effect on 1 December 2012. The regulations set out the specific rules applying to unsolicited offers following the amendment of the Securities Markets Act 1998 last year to include a new legislative framework and relevant definitions for unsolicited offers. Broadly speaking, the regulations apply to offers to acquire securities where:
- the securities are listed, or have previously been offered to the public;
- the offer is unsolicited by the recipient and is not made on a registered market, is not a takeover offer under the Takeovers Code, and is not a buy-back by a company of its own shares; and
- the offer is made, or is intended to be made, on substantially similar terms to 20 or more persons.
The regulations set out detailed disclosure requirements for the contents of any such unsolicited offers, and provide for cancellation rights for offerees. Contravention may result in an unsolicited offer order, a corrective order, a pecuniary penalty or another civil remedy order under the Act. A copy of the regulations is available here.