IRELAND: Takeover Panel publishes revised Irish Takeover Rules

Friday December 20 2013

Further to the update of 9th December, the Irish Takeover Panel has published the Irish Takeover Rules, 2013, which replace the 2007 Irish Takeover Rules.

The rules have been amended in line with consultations held in 2011 and 2012, as below:

• Rule 2.4(b) on put-up or shut-up has been amended as regards the means of identifying the offeror – under the new rules, the identity of the offeror must have been disclosed through an announcement by the offeror or the offeree before the Panel will consider imposing a put-up or shut-up deadline.

• Rule 2.8(c)(ii) on statements of intention not to make an offer has been amended to set out the circumstances in which a person who has made a statement to which Rule 2.8 applies may set aside the statement (including where an offer is announced by a third party in respect of the relevant company; and where, in the opinion of the Panel, a material change of circumstances has occurred that justifies the person who made the statement changing his or her intention).

• Rule 16.2(b)(iv) has been amended to provide for an exception from the application of Rule 16.2(b)(i) and (ii) (approval of management incentivisation arrangements or proposals at a general meeting of the offeree shareholders) in the case of management incentivisation arrangements or proposals the rights under which will or would be no more substantial than any rights which the offeror has prior to the offer, in accordance with the terms of similar arrangements, awarded to members of its own management of similar grade.

• Rule 19.6(c)(ii) on interviews and debates has been amended to clarify that if any misleading or inaccurate statement is made by the representative of an offeror or of the offeree during the course of the interview or debate, the financial adviser to the party concerned shall, where such adviser is aware or ought reasonably to be aware that the statement is misleading or inaccurate, immediately correct such statement during the course of the interview or debate.

• A new Rule 26(a)(ii) on documents to be on display has been introduced to provide that an offeror and the offeree shall each use its own website when publishing copies of the documents under paragraph (b). If an offeror or the offeree does not have its own website, or proposes to use a website maintained by a third party for that purpose, it shall consult the Panel.

Some changes have also been made to the Guidance Notes as follows:

• A Note has been added on Rule 3.3 on presumptions of concertedness and associated companies, in particular as regards the circumstances in which the Panel may be prepared to consider a rebuttal of the presumption that the directors are acting in concert with a company which owns or controls 20% or more of the equity share capital or relevant company. This may be the case where it can be established that the directors are independent of the shareholding company. However, where the rebuttal is accepted by it, the Panel may wish to maintain the presumption during the course of an offer for the relevant company or whilst the directors of the relevant company have reason to believe that an offer in respect of it may be made in the near future or whilst the directors of the relevant company are in the course of redeeming or purchasing or proposing to redeem or purchase its own securities.

• A new Note 1 to the guidance on Rule 11.2 of Part B has been added to clarify that, when a securities exchange offer is required under Rule 11.2, the offeror will normally also be obliged under Rule 11.1 to make a cash alternative offer in respect of the same offeree.

Click on the above link for the revised Takeover Rules.