The most recent changes to the UK Takeover Code, which took effect on 30 September 2013, relate to (i) disclosure of material changes in information; (ii) profit forecasts and quantified financial benefits statements; and (iii) companies subject to the Code. This alert looks at (i) and (ii). For more detail on (iii), see our update “Does the Takeover Code apply? A look at which companies will be subject to the Takeover Code from 30 September 2013”.
Disclosing material changes in information. Any material changes in information and material new information which come to light after the initial offer document or target circular is published must be announced straight away. This should provide clarity and help ensure shareholders are told about developments promptly and without debate about whether to disclose.
Profit forecasts and quantified financial benefits statements. The rules have been restructured, and made more consistent with other rules and guidance. In some cases they have been relaxed - a new “directors’ confirmation” regime has been introduced in place of the more onerous “reporting” regime for some profit forecasts. Merger benefits statements have been expanded in scope and renamed “quantified financial benefits statements”, and incorporated into the profit forecast rules. “Profit forecast”, “profit estimate” and “quantified financial benefits statement” have become defined terms.
This is the final set of changes to the Takeover Code following the consultations issued by the Panel in July last year. As well as the changes made on 30 September, changes relating to pension scheme trustee issues took effect on 20 May this year. See our update “New rights for pension scheme trustees under the Takeover Code”.