Over the last year the Takeovers Panel has released a series of updated and consolidated guidance notes under specific topics. The latest in the series to be released are the:
- Guidance Note on Control and Association;
- Guidance Note on Target Statements;
- Guidance Note on Exemptions;
- Guidance Note on Independent Advisers and the Takeovers Code; and
- Guidance Note on “Creeping” under Rule 7(e) of the Code.
New guidance on Panel’s regulatory oversight of schemes of arrangement or amalgamation
The Panel has also released a Guidance Note relating to the proposed new Companies Act provisions applicable to Takeovers Code companies when undertaking a Part 15 scheme of arrangement or amalgamation. These provisions are being introduced under the Companies and Limited Partnerships Amendment Bill, which was expected to be passed earlier this year but is still at the Committee of the whole House stage of the parliamentary process.
Under the proposed changes to Part 15 of the Companies Act, a court will only be able to approve a scheme that would have any effect on the voting rights of shareholders of a code company if:
- the court is satisfied that the shareholders of the code company would not be adversely affected by the transaction not being undertaken under the Takeovers Code; or
- the promoters of the scheme produce to the court a ‘no-objection’ statement from the Panel.
In the Guidance Note on Schemes of Arrangement and Amalgamations under Part 15 of the Companies Act 1993 the Takeovers Panel outlines the process for applying for the Panel’s ‘no objection’ statement.
Until the Companies and Limited Partnerships Amendment Bill is passed, the Takeovers Panel has noted that it will aim to facilitate schemes by granting exemptions from the Takeovers Code, on the condition that the ‘no objection’ statement process outlined in this Guidance Note is followed.
For further details on the proposed new Companies Act provisions see the Takeovers Panel’s Code Word 28.