Half Day Course
                                                                                            
 Dates                                                                               

  
12 November 2008
12 March 2009
18 June 2009
8 October 2009

 Course Overview

Schemes of Arrangement have become an increasingly common means of executing takeovers and new Rules have been introduced on 14 January 2008 to set out how the Takeover Code applies to them. Changes to the Code have also taken place in the last couple of years as a result of the implementation of the Takeover Directive and other market driven issues.

This course is intended to update participants on these recent changes to the Code and explain why they have become necessary.

Course Content

Schemes of Arrangement
How the Code has been updated
    • Schemes Appendix
    • Amendments to existing provisions
    • Non-applicable rules
Definitions
Timetable
    • Offer period
    • Closing dates, revision and lapsing
    • EGM and Court Sanction
    • Announcements
    • Competitive situations
    • Other issues
Switching between an Offer and a Scheme
    • Obtaining Panel’s consent
    • New conditions
Other provisions
    • Mandatory offers
    • Voting on Scheme
    • Derogations or waivers
    • Comparable offers for other classes of shares
    • Offeror information
    • “Hostile” Schemes

Takeover Directive
Implementation of Directive in Europe
Changes to the Takeover Code
    • Operation of Panel
    • General principles
    • Acting in concert and other definitions
    • The equitable price and mandatory bid
    • Offeror and offeree documents
    • Providing information to shareholders and employees
    • Frustrating action
    • Other changes
Criminal offence


Other recent changes
Competition reference periods
    • Procedure following clearance
    • Pre-conditions
    • Put up or shut up regime
Dealings in derivatives
    • Disclosure issues
    • Control issues
Recent practice statements