Chapter 4 PTM Flashcards
What is a type A event?
Pension regular think that company will weaken its financial position
What can Pension Regulator Issue if there is a cause for concern
-contribution notice
-financial support resolution
-restoration order
Who does the Code apply to?
-public companies traded in the UK/island of mans
-if not traded, registered or have centrla control in these jurisdictions
-if private: stocks traded in the past 10 years
-
Who does the code not apply to
Code does not apply to OEICs
When can offeror suspend timetable if dont get regulatory clearance
Day 37
What is ACIN
Can withdraw acceptance anytime before the acceptance condition satisfied
How many general principles are there for the code?
6 general principles
What is acting in concert?
cooperate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company\
-pension schemes
-relatives of founders of companies
Whose responsibility to monitor share price and make announcements?
Offeror
What are the types of announcements
Firm announcement - must commit
Talks announcement - start of offer period
No intention to bid - no later than 28 days from offer period
What are some other announcements
-next working day of start of offer period
-if offeror increase bid price
What is rule 3
Must sought independent advice as to whether the offer is fair and reasonable
What is rule 4
Restrictions during offer period for:
-dealing in securities
-offeror and offeree cannot sell wtihout PTM consent and 24 hours notice
-cannot sell if under rule 9
What is Rule 5?
prevent someone from consolidating control. Unless
-someone already has 50% or more
-if it is from 1 shareholder, only transaction in last 7 days
-control arises due to new share issued
If break rule 5, must trigger rule 9
What is Rule 6?
Higheest price in last 3 months. Must offer full cash alternative
What is Rule 11
Highest price in LTM if obtain 10% voting rights or more. Must offer full cash alternative
What is rule 8
Disclosure during offer period. Made to public through RIS
-interest in securities representing 1% or more of voting rights
-made by 12 noon next day
-made by 1530 next day if by non connected party
What is the timeline for opening position disclosure, and what criteria
O P E N I N G P O S =
Made by offeror, offeree and people with 1% interest
-made within 10 days of offer period
How long must rule 9 offer be open for?What is the exception to Rule 9?
14 days
if this is trigerred by share buyback 9rule 37)
What is the normal acceptance threshold
50%
What is rule 19
If any document publised to RIS, must be made on website by 12 noon next business day
What is rule 20
New informaiton for meeting
made 12 noon next business day
What is Rule 21
Frustrating actions. Canno frustrate unless
-offeree shareholder with 50% voting rights agree
-if they know that offer will lapse
What are some defences for offeree company
-white knight
-report to CMA for hostile takeover
-publish defence document
What is rule 12
Long stop date
How many days notice to invoke ACIN?
14 days
How may days notice for scehems of arrangement. Then what happens
21 days to consider. Announce at 0800 next day
When is announcement of deal required?
When reach 75% of threshold
Who deals with appeals of takeoever prevention?
Competition appeals tribunal
What is the waiting period for potential bidder if
i) no intention to bid
ii) failed offer
6months and 12 months
Does the takeover need to be announced to FCA? Who else
No to FCA. But to bidder, target, and panel
Can the PTM fine parties if breach the code?
No. They can only censure, not fine
