Introduction

A number of jurisdictions have in place enhanced disclosures rules for shareholders of issuers involved in a takeover. During an offer period, any party who may exercise material influence over the outcome of an offer must report their positions and dealings in relevant securities (target and acquirer companies).

Rule 8.3 Overview

Opening Position Disclosure 8.3 (a)

Under Rule 8.3(a) of the Code, any person who is 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.

An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period.

Dealing Disclosure 8.3 (b)

Under Rule 8.3(b) of the Code, 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.

A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

Key Considerations

  • Is the issuer on the takeover table?
  • Does the client hold over 1% in either party (Offeror/offeree) subject to the takeover?
  • Is the client numerator correct as per the clients files received?
  • Is the denominator correct as per the NSI provided in the Takeover Table?
  • Does the trade data match the quantity movement we are seeing in the clients position?
  • Has the disclosure flagged due to trade or denominator movement. NB. Once an opening disclosure has been made, a dealing disclosure will not need to be made if the % movement is due solely to a denominator change.

Click here to download the Takeover Rule 8.3 Summary.

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Issuer ID Country Issuer ISIN Details