Significant changes to the UK Takeover Code confirmed
The UK s Takeover Panel has published the final text changes to the Takeover Code (the Code) and confirmed that they will take effect on 5 July 2021. The changes relate to the offer timetable and conditions to offers, and are the most significant in recent years.
The offer timetable
The changes simplify the offer timetable and accommodate the potentially lengthy timeframes required to satisfy the conditions relating to official authorisations and regulatory clearances to which many offers are now subject.
The new timetable rules will be of greatest relevance in the case of a hostile offer or in a competitive situation. For recommended contractual offers, the new rules will not have a significant practical impact, as the timetable can normally be extended with the consent of the offeree board. The offer timetable rules are not generally applicable to takeovers implemented through schemes of arrangement.
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On 31 March 2021, the UK Takeover Panel (the Panel) published Response Statement 2020/1 (the RS) in response to the Public Consultation Paper 2020/1 published by the Panel on 27 October 2020 (the PCP). The PCP proposed significant changes to the UK Takeover Code (the Code) with regard to the offer timetable and the treatment of conditions to offers. For more on the PCP’s proposals, see our 29 October 2020 client alert “UK Takeover Panel Proposes Significant Changes to the Offer Timetable and the Treatment of Conditions.”
The RS confirms that the Panel will adopt the amendments proposed in the PCP, subject to certain minor modifications. The amendments to the Code will take effect on 5 July 2021. The Code, as amended, will apply to all offers which are announced in accordance with Rule 2.7 of the Code on or after 5 July 2021 (except where to do so would give the amendments retroactive effect).
Proposed PDMR Dealing UniVision (AIM: UVEL), the Hong Kong based group whose principal activities are the supply, design, installation and maintenance of closed circuit television (CCTV) and surveillance systems, and the sale of security related products, announces that it has been informed by its Chairman, Stephen Koo, that he has entered into a non-binding Memorandum of Understanding ( MOU ) with SinoCloud Group Limited, an investment holding company listed on the Catalist Board of the Singapore Stock Exchange ( SinoCloud ), to sell SinoCloud 200,959,700 of his ordinary shareholding in UniVision (representing approximately 52.4% of the issued share capital of the Company) for a total consideration of HK$89,080,000 (approximately £8.2 million); equivalent to a price of approximately 4.1 pence per Ordinary Share, payable in a combination of cash and new SinoCloud ordinary shares ( Proposed Transaction ).