In December 2008, the Takeover Panel published two response statements making various changes to the City Code on Takeovers and Mergers. In the same month, a Statutory Instrument was published putting the Takeover Panel's role in supervising relevant takeovers involving Isle of Man companies on a statutory footing.
Following earlier consultations, the Takeover Panel published two response statements on 19 December 2008. The response statements adopt the majority of the proposals set out in the preceding consultation papers and make a number of changes to the Code that will come into force on 30 March 2009:
- Response Statement 2008/2: Miscellaneous Code Amendments - this response statement clarifies existing miscellaneous provisions within the Code and codifies existing practice on matters which are not already covered by the Code. The changes include:
- Rule 2.2(e) and Note 1 on Rule 2.2 – these provisions will be amended to clarify that the Panel should be consulted where an offeror or the offeree company wishes to approach more than a very limited number of people in relation to a possible offer;
- Rule 2.4(c) and Notes 5 and 6 on Rule 2.4 – these provisions will be amended to clarify the implications of making a possible offer statement giving an indication of the intended offer consideration and the form of such consideration;
- Rule 9.7 – this rule will be deleted and replaced with a new Rule 9.7 and a Note thereto relating to disposals of interests in shares by persons who have triggered a mandatory bid obligation under Rule 9; and
- New Note added on Rules 8 and 38 – these provisions will set out the Panel's requirements relating to the correction of erroneous information contained in a previous dealing disclosure.
- Response Statement 2008/3: Electronic Communications, Websites and Information Rights - this response statement amends certain rules of the Code to reflect the increasing use of electronic forms of communication and websites. The changes include provisions:
- enabling electronic forms of communication to be used to send documentation to shareholders, etc;
- permitting the incorporation of certain information into Code documents by reference;
- facilitating and requiring a wider use of websites by parties to offers; and
- ensuring that persons nominated to enjoy 'information rights' receive the same information as shareholders.
Extension of Takeover Panel provisions to the Isle of Man
The Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2008 will come into force on 1 March 2009 and, subject to certain limited modifications, extends the provisions of the Companies Act 2006 which relate to takeovers and the role of the Takeover Panel to the Isle of Man.
View Response Statement 2008/02: Miscellaneous Code Amendments (28 page pdf).