On 7 July 2011 the Irish Takeover Panel (the "Panel"), the statutory body responsible for monitoring and supervising takeovers and other relevant transactions in relevant companies in Ireland, issued two Consultation Papers setting out proposals to amend the Irish Takeover Panel Act 1997, Takeover Rules, 2007 to 2008 (the "Rules"). They may be viewed at: www.irishtakeoverpanel.ie.

Comments on the Consultation Papers must be received by 7 October 2011 and may emailed to: takeoverpanel@eircom.net or sent to:

Irish Takeover Panel
Lower Ground Floor
76 Merrion Square
Dublin 2
FAX: 353 1 6789289

(i) Consultation Paper 1 - Incorporation by Reference Requirement to Publish on Website Other Miscellaneous Amendments - Proposals to amend the Takeover Rules

The main rule amendments being proposed in this Consultation Paper are as follows:-

  • offerors and offerees will be permitted to incorporate certain information into documents required under the Rules to be dispatched to the shareholders ("relevant documents") by reference to another source, including information on a website;
  • offerors and offerees will be required to make available on their websites, or with Panel consent, the website of another person, all information published by it in relation to an offer, other than certain limited information; and
  • the list of documents required to be put on display by offerors and offerees will be amended and copies of all such documents will have to be published on a website as well as displayed in hard copy format.

The Panel considers that offeree shareholders will continue to be afforded equivalent treatment and will have sufficient time and information to enable them to reach a properly informed decision in relation to an offer.

The Panel notes that similar amendments have been made to the Takeover Code in the UK and in undertaking its review of the Rules, the Panel has considered these amendments and it is proposed that a number of them will be adopted in the Rules.

(ii) Consultation Paper 2 – Proposals to Amend Various Takeover Rules

Some of the key proposed amendments in this Consultation Paper are as follows:-

  • to extend and clarify how the "put up or shut up" mechanism operates and the restrictions and exemptions applicable in specific circumstances;
  • to extend the restrictions that apply to an offeror whose offer has lapsed or been withdrawn and to impose a dealing restriction in the securities of the offeree on a competing offeror whose offer has lapsed;
  • to amend the prohibition on an offeror who has made a statement of intention not to make an offer from making another offer for the offeree concerned within 12 months of the release of the statement so that the restrictions imposed are similar to those when offers or possible offers are withdrawn or lapse;
  • to set out the terms of a possible offer announcement and the extent to which an offeror will be bound by the information contained in its possible offer announcement;
  • to provide more detail as to the use of pre-conditions and the circumstances in which they can be invoked and address the invocation of offeree protection conditions;
  • to clarify that the prohibition on publishing an advertisement in connection with an offer unless it falls within one of a number of specified categories applies to every form of advertisement;
  • to set out the circumstances in which joint interviews and debates will be permitted;
  • and to impose specific responsibilities on advisers to an offeror and to the offeree.

In undertaking its review of the Rules, the Panel has considered various amendments to the Takeover Code adopted by the Panel on Takeovers and Mergers in the UK.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.