Consultation Conclusions on a Review of the Codes on Takeovers and Mergers and Share Repurchases (January 2002)
Consultation Conclusions
Appendix A - Profile of respondents
Appendix B - Marked up text of the amended Code on Takeovers and Mergers and Share Repurchases
Introduction
Definitions
General Principles
Code on Takeovers and Mergers - Index

1. Approach

2. Independent advice, independent committees and shareholder approval

3. Announcements of offers or possible offers

4. No frustrating action

5. No withdrawal of an offer

6. Information to offerors

7. Resignation of directors of offeree company

8. Timing and contents of documents

9. Standard of care and responsibility

10. Profit forecasts and other financial information

11. Asset valuations

12. Issuance of documents

13. Appropriate offers for convertibles, warrants, etc.

14. Offers for more than one class of equity shares

15. Timing of the offer

16. Revised and alternative offers

17. Acceptor's right to withdraw

18. Statements during course of offer

19. Announcement of results of offer

20. Settlement of consideration and return of share certificates

21. Restrictions on dealings before and during the offer

22. Disclosure of dealings during offer period

23. When cash offer required

24. Purchases resulting in an obligation to offer a minimum level of consideration

25. Special deals with favourable conditions

26. Mandatory offer

27. Prompt registration of transfers

28. Partial offers

29. Proxies

30. Conditions

31. Restrictions following offers and possible offers

32. Share repurchases

33. Inducement fees, break fees and standstill agreements

34. Shareholder solicitations

35. Dealings by connected exempt principal traders

36. Obligations of other persons

Code on Share Repurchases - index

Code on Share Repurchases - rules

Schedules of the Codes on Takeovers and Mergers and Share Repurchases