Irish Takeover Panel Act, 1997

• Permanent Page URL

Power of Panel to make rulings, give directions, etc.

9.—(1) (a) The Panel may of its own volition or on the application of any interested person make a ruling as to whether any activity or proposed activity, as respects a takeover or other relevant transaction, complies with the scheduled principles and any rules under section 8 , and any such ruling shall have immediate effect.

(b) The Panel may publish, in such manner as it thinks fit, any ruling made by it under this section.

(2) (a) For the purpose of ensuring that the scheduled principles and any rules under section 8 are complied with as respects the manner in which a takeover or other relevant transaction is conducted, the Panel may give a direction to any party to the takeover or other relevant transaction to do or to refrain from doing anything which the Panel specifies in the direction.

(b) The Panel may publish, in such manner as it thinks fit, any direction given by it under this section.

(3) Without prejudice to the generality of subsection (2), a direction under this section may be given by the Panel to a party to a takeover or other relevant transaction to, as appropriate—

(a) acquire, issue, allot or dispose of any securities or to refrain from the doing of any of those things;

(b) refrain from exercising any voting rights or any other rights attaching to securities involved in the takeover or other relevant transaction (including securities acquired prior to the date of the giving of the direction);

(c) make an offer upon such terms (if any) as are specified in the direction (and such terms may include terms requiring the offer to be in cash or otherwise or requiring the offer to be of no greater nor no lesser value than that specified in the direction);

(d) announce that any offer has lapsed (and the offer concerned shall accordingly lapse on the making of the announcement);

(e) renew any offer which has lapsed (whether pursuant to a direction under paragraph (d) or otherwise) on the same terms as those on which the offer was originally made or on such other terms as are specified in the direction;

(f) disclose any information specified in the direction;

(g) disclose shareholdings, transactions in the securities of relevant companies or the identity of any persons acting in concert with the party;

(h) make an announcement in relation to the takeover or other relevant transaction in such manner, to such persons (which may include the public generally), at such time and containing such information as is or are specified in the direction;

(i) in case the party is a director of the offeree, take, together with the other directors of the offeree, appropriate independent professional advice in relation to the matter concerned and to communicate the substance of any such advice together with his or her views and those of the other directors to the shareholders of the offeree in such manner as is specified in the direction;

(j) procure and publish an independent assessment of any forecasts, valuations or professional reports obtained in respect of matters disclosed by or asserted by any party to the takeover or other relevant transaction;

(k) in case—

(i) the party has confirmed (following a request made of him or her to do so by the offeror pursuant to rules under section 8 ) that there are available to the offeror resources of such an amount as will enable the offer concerned, if it is fully accepted, to be implemented, and

(ii) resources of such an amount are not available to the offeror,

provide himself or herself resources of such an amount as will enable that offer, if it is fully accepted, to be implemented.

(4) The Panel may amend or revoke, or suspend for such period as it considers appropriate, any ruling made or direction given by it under this section save where an order has been made by the Court in relation to the direction or ruling under section 12 or on foot of an application for leave to apply for judicial review under the Order or an application for such judicial review.

(5) The Panel may, by notice in writing served on the party or exchange, require any party to a takeover or other relevant transaction or a recognised stock exchange to furnish to it within such period as is specified in the notice or, if the circumstances so require, immediately, such information as it may reasonably require for the performance of its functions under this Act and which is specified in the notice.