Irish Takeover Panel Act, 1997
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Rules as respects takeovers, etc. |
8.—(1) Without prejudice to subsections (2), (3) and (4), the Panel may make rules for the purpose of— | |
(a) specifying offers, agreements or transactions in relation to the acquisition of securities conferring voting rights in a relevant company (by reference to such matters as it thinks appropriate, including the amount of securities acquired or to be acquired and the period that has elapsed since any previous acquisition of such securities in the company) to be relevant transactions for the purposes of this Act, | ||
(b) ensuring that takeovers and other relevant transactions comply with the scheduled principles and the other provisions of this Act, | ||
(c) otherwise providing where it considers desirable, in the interests of shareholders to do so, for the manner in which transactions as aforesaid and activities relating to them are to be conducted or carried out and otherwise for the governance of such transactions and activities, | ||
(d) specifying circumstances in which a person shall be presumed, until the contrary is established to the satisfaction of the Panel, to be acting in concert with another person as respects a takeover or other relevant transaction. | ||
(2) The Panel shall, in accordance with subsection (5), make rules specifying the conditions under which an acquisition, by a person (including a person acting pursuant to an agreement or understanding with another person), of securities conferring voting rights in a relevant company is to be regarded, for the purposes of this Act, as a substantial acquisition of securities and those conditions shall be specified by reference to— | ||
(a) the proportion which the amount of securities conferring voting rights acquired or, as the case may be, to be acquired bears to the total amount of such securities held in the relevant company concerned; | ||
(b) the extent to which the acquisition of securities conferring voting rights increases or will increase any existing holding of such securities in the relevant company concerned; | ||
(c) in the case of a series of acquisitions of such securities, the periods of time that elapse between each such acquisition being effected. | ||
(3) (a) The Panel shall make rules requiring that where— | ||
(i) a person, or persons acting in concert, acquire control of a relevant company (other than in the circumstances referred to in paragraph (b) (i)), or | ||
(ii) a person, or persons acting in concert, who control a relevant company, acquire, within a specified period, a specified amount of additional securities in that company, | ||
that person or, as the case may be, such one or more of those persons as the Panel shall determine pursuant to the rules, shall make an offer or offers to acquire all or a specified class or classes of the remaining securities in that company upon or subject to such terms (including consideration) as the Panel specifies in the rules or in a direction given by it for the purpose pursuant to the rules. | ||
(b) The Panel may make rules imposing the requirement referred to in paragraph (a) on— | ||
(i) a person, or persons acting in concert (or such one or more of those persons as the Panel shall determine pursuant to the rules), who acquire control of a relevant company wholly or partly by reason of a redemption or purchase by that company of its own securities, or | ||
(ii) a person, or persons acting in concert (or such one or more of those persons as the Panel shall determine pursuant to the rules), who control a relevant company where, subsequent to that person or those persons acquiring such control, the proportion of securities in that company held by that person or any one or more of those persons is, in a specified period, increased by a specified percentage by reason of a redemption or purchase by that company of its own securities. | ||
(4) The Panel shall, in accordance with subsection (5), make rules specifying requirements to be complied with by a party to a takeover or other relevant transaction, being requirements the specification of which the Panel considers necessary or expedient for the purpose of any case in which the provisions of the Mergers, Take-overs and Monopolies (Control) Act, 1978 , fall to be applied to the takeover or other relevant transaction. | ||
(5) The Panel shall submit a draft of the rules it proposes to make under subsections (2) and (4) to the Minister and— | ||
(a) if the Minister approves of the draft, the Panel shall proceed to make the rules accordingly, | ||
(b) if the Minister refuses to approve of the draft, the Panel shall submit another draft of rules aforesaid to the Minister. | ||
(6) Paragraphs (a) and (b) of subsection (5) shall apply to a draft of rules submitted to the Minister under the said paragraph (b) (including that paragraph as applied by this subsection) as those paragraphs apply to the first-mentioned draft in subsection (5). | ||
(7) The Panel may grant derogations from, or waive, any rules under this section in relation to a particular matter where, in the opinion of the Panel, having regard to the exceptional circumstances of the matter, but taking into consideration the scheduled principles, it is appropriate to do so. | ||
(8) The Panel shall cause to be published in the Iris Oifigiúil rules made by it under this section. |