ANNEX A:: TRANSPOSITION NOTES Part 28 – Takeovers etc
1736.Since 1968, takeover regulation in the UK has been overseen by the Takeover Panel administering rules and principles contained in the “City Code on Takeovers and Mergers”. In order to bring UK takeover regulation within the requirements laid down in the Directive, Part 28 of the Act is designed to place it within a complete and coherent statutory framework.
1737.The detailed rules relating to takeover regulation in compliance with the Directive will be prescribed by the Panel in its Takeover Code, under a statutory rule-making obligation imposed upon the Panel by the Act (section 943(1)). The Takeover Code has already been revised with effect from 20 May 2006, on an interim basis under the 2006 Regulations, to make it wholly consistent with the requirements of the Takeovers Directive.
1738.‘Squeeze-out’ and ‘sell-out’ provisions were previously prescribed by Part 13A of the 1985 Act. Chapter 3 of Part 28 of the Act replaces those provisions in their entirety with certain amendments which ensure they are wholly consistent with the Takeovers Directive requirements.
1739.Provisions related to disclosures by companies are contained in Part 7 of the 1985 Act and amendments to that Part are made in Chapter 4 of Part 28 to give effect to the additional disclosure requirements imposed by the Takeovers Directive on companies traded on a regulated market.
1740.Responsibility for the measures, described in this transposition note, taken to implement the Takeovers Directive lies with the Secretary of State for Trade and Industry.
1741.The table below describes the substantive provisions implementing the Takeovers Directive.