January 21, 2018

January 19, 2018

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Changes to the Takeover Code

The Takeover Panel has published details of amendments to the Takeover Code, effective from 8 January.

When a firm intention to make an offer is announced, the announcement will need to include a new requirement, namely the offeror’s intention with regard to the business, employees and pension scheme(s) of the offeree company.

The notes to the new requirement expain that the offeror must state:

  1. “its intentions with regard to the future business of the offeree company, including its intentions for any research and development functions of the offeree company;

  2. its intentions with regard to the continued employment of the employees and management of the offeree company and of its subsidiaries, including any material change in the conditions of employment or in the balance of the skills and functions of the employees and management;

  3. its strategic plans for the offeree company, and their likely repercussions on employment and on the locations of the offeree company’s places of business, including on the location of the offeree company’s headquarters and headquarters functions;

  4. its intentions with regard to employer contributions into the offeree company’s pension scheme(s) (including with regard to current arrangements for the funding of any scheme deficit), the accrual of benefits for existing members, and the admission of new members;

  5. its intentions with regard to any redeployment of the fixed assets of the offeree company; and

  6. its intentions with regard to the maintenance of any existing trading facilities for the relevant securities of the offeree company.”

Equally, where the offeror has no intention of making any changes in relation to the above matters it will be required to make a statement to that effect.

© Copyright 2018 Squire Patton Boggs (US) LLP

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About this Author

Adam Hastings, Squire Patton, UK, Equity Market Lawyer, Oil, Mining
Partner

Adam is a partner in the Global Corporate Practice, with extensive experience in a variety of international corporate transactional and advisory work, focusing in particular on equity capital markets transactions and private and public companies operating in the mining and oil and gas sectors.

Prior to joining Squire Patton Boggs, Adam spent a number of years as a senior lawyer in the corporate energy and natural resources team of a large global law firm, based in London, and before that in the corporate team of an Australian national firm. His...

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