IRELAND: Changes to Ireland Takeover Rules on disclosure of dealings by the bidder and target

Tuesday January 14 2014

Further to the update of 20th December, a number of changes have been made to the Irish Takeover Rules in relation to the disclosure of dealings under Rule 8.1 and 8.2 by the bidder and target company.

Removal of “associate”

The Takeover Panel has decided to delete the definition of “associate” from the Rule 8 requirements of the Takeover Rules on the disclosure of dealings of the offeror and the offeree, and replaced it with “persons acting in concert” with a bidder or target company.

Definitions of “principal trader” and “exempt principal trader”

The Panel has also amended the disclosure regime and related provisions of the Rules to introduce the concept of “principal trader” and “exempt principal trader” (replacing the existing definitions of “market maker” and “exempt market maker”).

Principal traders are Irish or London Stock Exchange registered market makers, or persons accepted by the Panel as such, and member firms of either of such exchanges dealing as principal in order book securities, with an exempt principal trader being a principal trader recognised by the Panel as exempt.

The Takeover Rules provide for exempt principal trader status to allow principal traders that would otherwise be subject to strict application of rules on trading (e.g. where the principal trader is part of the same corporate group as an adviser to either the bidder or the target and would normally be presumed to be acting in concert) to continue to trade in securities. Relaxed reporting requirements apply under Rule 38.5.

Click on the above link for the revised Takeover Rules.