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UK - Takeover Code

Shareholding disclosure monitoring and reporting services for 8.3 disclosures to the UK Takeover Panel

Opening Position Disclosure 8.3 (a)

Persons interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror, must make an Opening Position Disclosure following the commencement of the offer period, and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights subscribed for, any relevant securities of each offeree company and any securities exchange offerors.

Dealing Disclosure 8.3 (b)

Similarly, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.

Filing Requirements

Opening Position Disclosures must be made by no later than 3:30 pm London time on the 10th business day following the announcement in which any securities exchange offeror is first identified. 

Opening Position Disclosures must also be made by the offeree company and by any offeror, and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them. (see Rules 8.1, 8.2 and 8.4).

Additionally, should a person deal in relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), they must also make a Dealing Disclosure. Dealing Disclosures must be made no later than 3:30 pm London time on the business day following the date of the relevant dealing. The same details of the person’s interests and short interests required in an Opening Position Disclosure must be disclosed in a Dealing Disclosure unless they have previously been disclosed under Rule 8.

The disclosures should be made to a "Regulatory information service" (RIS). Details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified, as well as details of the offeree and offeror companies, can be found in the Disclosure Table on the Takeover Panel’s website.

About the Takeover Panel

Established in 1968, The Takeover Panel is an independent body whose main purpose is to regulate takeover bids and other merger transactions for companies with registered offices in the United Kingdom, the Channel Islands or the Isle of Man if any of their securities are admitted to trading on a UK regulated market or a UK multilateral trading facility or on any stock exchange in the Channel Islands or the Isle of Man.

 

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