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The Takeover Code ©The Panel on Takeovers and Mergers All rights reserved ISBN 0 9500466 6 3 PFBPH Typeset and printed by RR Donnelley. COMMUNICATION WITH THE PANEL General enquiries Postal communications and “by hand” deliveries should be addressed to: The Panel on Takeovers and Mergers One Angel Court London EC2R 7HJ You may also contact the Panel as follows: Telephone: +44 (0) 20 7382 9026 Email: supportgroup@thetakeoverpanel.org.uk Market Surveillance Unit The Panel’s Market Surveillance Unit may be contacted as follows: Telephone: +44 (0) 20 7638 0129 Email: monitoring@disclosure.org.uk (Note: this email address is to be used solely for the transmission of disclosure forms and not for general enquiries or questions) Electronic filing of documents, announcements and other information Copies of documents, announcements and other information published in connection with an offer that are required to be sent to the Panel in electronic form should be sent by email to documentfiling@thetakeoverpanel.org.uk. KEEPING THIS VOLUME UP-TO-DATE Future amendments or additions will be made by the issue of replacement or new pages. As and when amendments or additions are published they will be accompanied by an updated checklist of page references. In this way it will be possible to be sure that the volume is up-to-date. Further copies of the Code may be obtained at a price of £50 each. There is an annual charge of £25 for the amendments service. 1.4.19 PUBLICATION DATES First edition in loose-leaf format 19 April 1985 Second edition 26 January 1988 Third edition 25 October 1990 Fourth edition 8 July 1993 Fifth edition 16 December 1996 Sixth edition 12 July 2000 Seventh edition 1 May 2002 Eighth edition 20 May 2006 Ninth edition 30 March 2009 Tenth edition 19 September 2011 Eleventh edition 20 May 2013 Twelfth edition 12 September 2016 (From time to time amendments are issued.) 12.9.16 1 Contents—Summary THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE) SECTION INTRODUCTION A GENERAL PRINCIPLES B DEFINITIONS C THE APPROACH, ANNOUNCEMENTS AND INDEPENDENT ADVICE D RESTRICTIONS ON DEALINGS E THE MANDATORY OFFER AND ITS TERMS F THE VOLUNTARY OFFER AND ITS TERMS G PROVISIONS APPLICABLE TO ALL OFFERS H CONDUCT DURING THE OFFER I DOCUMENTS FROM THE OFFEROR AND THE OFFEREE BOARD J PROFIT FORECASTS AND QUANTIFIED FINANCIAL BENEFITS STATEMENTS K ASSET VALUATIONS L DISTRIBUTION OF DOCUMENTATION DURING AN OFFER M OFFER TIMETABLE AND REVISION N RESTRICTIONS FOLLOWING OFFERS O PARTIAL OFFERS P REDEMPTION OR PURCHASE BY A COMPANY OF ITS OWN SECURITIES Q DEALINGS BY CONNECTED EXEMPT PRINCIPAL TRADERS R WHITEWASH GUIDANCE NOTE APPENDIX 1 FORMULA OFFERS GUIDANCE NOTE APPENDIX 2 DIRECTORS’ RESPONSIBILITIES AND CONFLICTS OF INTEREST GUIDANCE NOTE APPENDIX 3 RECEIVING AGENTS’ CODE OF PRACTICE APPENDIX 4 TENDER OFFERS APPENDIX 5 BID DOCUMENTATION RULES FOR THE PURPOSES OF SECTION 953 OF THE COMPANIES ACT 2006 APPENDIX 6 SCHEMES OF ARRANGEMENT APPENDIX 7 AUCTION PROCEDURE FOR THE RESOLUTION OF COMPETITIVE SITUATIONS APPENDIX 8 HEARINGS COMMITTEE RULES OF PROCEDURE APPENDIX 9 DOCUMENT CHARGES Doc 12.9.16
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