On 15 February 2016, the Code Committee of the Takeover Panel published a consultation (PCP 2016/1) on The communication and distribution of information during an offer. The paper seeks feedback on proposed amendments to the Takeover Code relating to the communication and distribution of information and opinions during an offer by or on behalf of an offeror or offeree.
The proposed amendments to certain rules of the Takeover Code include:
Equality of Information to Shareholders (Rule 20.1)
Information about an offer will have to be made available to offeree shareholders and persons with information rights via a RIS.
In addition, any offer information, whether presentations or documents, made available to (or used in meetings with) any shareholder or other relevant person, or any article, letter or other written information provided to the media, must be published on a website promptly after it is released, whether or not it contains any material new information or significant new opinion.
Meetings and Telephone Calls with Shareholders, etc. (Rule 20.1, note 3)
The existing chaperoning rule (requiring a financial adviser to be present at meetings) in note 3 to Rule 20.1 is being replaced by new rules which:
- clarify that the rule applies as much to telephone calls as to physical meetings;
- subject to prior consultation with the Panel, remove the chaperoning requirement for recommended offers after the announcement of a firm offer and where there is no competitive situation. Instead, a senior representative of the offeror or offeree who attended the meeting or call can provide to the Panel confirmation that no new material was released, etc.;
- remove the requirement for post-meeting financial adviser confirmation relating to meetings or calls attended by advisers (other than the financial adviser or corporate broker), e.g. the PR advisers, and one or more “sell-side” investment analysts. Instead, the confirmation that no new material information was provided can be provided by a senior adviser who attended the meeting;
- require that, where the above rules allow the post-meeting confirmation to be provided by someone other than the financial adviser, the financial adviser must have provided an appropriate briefing to the representatives or adviser attending the meeting or call about what can and cannot be provided at the meeting; and
- disapply the “confirmation” requirement to any meetings or calls only attended by the financial advisers/corporate brokers.
Videos, Social Media and Websites (New Rules 20.3 and 20.4)
A new rule is proposed requiring any videos published by offeror or offeree relating to the offer to receive the consent of the Panel and only to comprise a director or senior executive reading from a script or participating in a scripted interview. Videos have to be published on a website and a RIS announcement with a link to the website has to be published.
Social media can only be used to publish offer information if it is being used to publish the full text of a RIS announcement, a document which has been published on a website in accordance with the Code or a link to a webpage on which the announcement or document has been published.
Advertisements and Other Amendments
Various other related changes are proposed that are not so significant, other than a change that will mean that advertisements will no longer have to include a director’s responsibility statement.
The consultation closes to responses on 15 April 2016.
The full text of the consultation is available here: