On 16 April 2003 the Takeover Panel announced that the proposals
set out in Consultation Paper (PCP12), published on 7 January this
year, to amend Rule 31.9 of the Takeover Code would be adopted
without amendment. The changes, which are contained in Response
Statement 12, took effect immediately.
Rule 31.9 prohibits the target without the consent
of the Panel from making announcements about certain significant
matters after Day 39 of the offer. The list of matters deemed to be
price-sensitive and prohibited by Rule 31.9 has been extended to
cover announcements of any "material new information" (such as
material acquisitions and disposals) about the target, as well as
announcements of trading results, profit or dividend forecasts,
asset valuations and proposals for dividend payments. Various
consequential amendments have also been made, including changes to
Rules 31.5 (no extension statements) and 32.2 (no increase
statements) to allow a bidder to reserve the right not to be bound
by a no extension or no increase statement if the target announces
material new information with the Panel's consent after Day 39; and
to allow the Panel discretion to re-set Day 46 to seven days after
the release of material new information after Day 39. In a share
for share offer, the changes mean that the bidder may not without
the Panel's consent announce any material new information (which
could increase the value of the securities offered as
consideration) after Day 46.
The amendments proposed in the Consultation Paper
were described more fully in our Law-Now article published on 24
January 2003. Response Statement 12 can be found on the Panel's
website at
http://www.thetakeoverpanel.org.uk/.
For further information please contact Michael
Draper (Corporate Partner) by telephone on +44 (0)20 7367 2068 or
by e-mail at [email protected] or Peter Bateman
(Corporate Professional Support Lawyer) by telephone on +44 (0)20
7367 3145 or by e-mail at [email protected]