City code on takeovers and mergers


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City code on takeovers and mergers

City code on takeovers and mergers

a regulatory system operated voluntarily by interested parties to the UK STOCK MARKET that lays down rules of good conduct governing the tactics and procedures used in TAKEOVERS and MERGERS. The general purpose of the code is to ensure that all SHAREHOLDERS (both the shareholders of the firm planning the takeover and those of the target firm) are treated equitably For example, a potential bidder who has been acquiring shares in the open market is required to make a formal bid for all outstanding shares at a price not less than the highest price paid in the market over the previous 12 months, once his holding exceeds 30%. There are various other rules covering such areas as the accumulation of shares by several buyers acting together (see TAKEOVER BID). The City code is administered by the City panel on Takeovers and Mergers, which is responsible for formulating rules of practice and for investigating suspected cases of malpractice.
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A statement today said: ``OGS confirms that a number of parties, including Celltech Group, have requested information concerning OGS under Rule 20.2 of The City Code on Takeovers and Mergers.
Because of that, the company said in a statement, it would be "seeking a waiver of the obligation required under Rule 9 of the City Code on Takeovers and Mergers, due to the existence of a concert party in the Galleon Group, which will come to hold in excess of 30 per cent of the issue-shared capital of Andaman."
Under the UK City Code on Takeovers and Mergers (the Code), the new holding company or Deutsche Boerse are required, by no later than 5.00 p.m.
Under the City Code on Takeovers and Mergers the company is now considered to be in an offer period.
Under the City Code on Takeovers and Mergers, parties who acquire more than a one per cent stake in a takeover target must disclose their holdings within 24 hours.
Given the size (or potential size, should the convertible loan stock be converted) of the holdings in EWG of former EWMG shareholders resulting from the acquisition, a waiver of Rule 9 of the City Code on Takeovers and Mergers was also sought.
Under the City Code on Takeovers and Mergers, the interested party has a deadline until 13 August to make an official offer for the target or announce that it is no longer interested.
They are responsible to a large degree in shaping the future direction of the company and ensuring the smooth progression of the P to P in compliance with the City Code on Takeovers and Mergers, the rule book which governs all takeovers of the publicly quoted UK companies.
Further, Rule 8 of the UK City Code on Takeovers and Mergers published and administered by the Takeover Panel have the above requirements are set out and in particular Rule 8.3 states that any person (directly or indirectly) interested in 1% or more of any class of relevant securities of any party to the offer, must make an Opening Position Disclosure and a Dealing Disclosure if he deals in the relevant securities during an offer period.
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