On 23 December 2014 the Panel published a response statement to its consultation on post-offer undertakings ("POUs") and post-offer intention statements (PCP 2014/2) which was discussed in the October 2014 edition of this newsletter. The majority of the proposed changes were adopted; however certain of these amendments have been modified in their final form.
Modified proposals include the following:
- The definitions of "post-offer undertaking" and "post offer intention statement" have been clarified; only POUs and intention statements published by a party to an offer come under the ambit of the new framework (whereas private statements published by a third party do not).
- Note 1(b) has been added to Rule 19.7. This states that the Panel must be consulted in advance by a party proposing to commit to take (or not to take) a specific course of action, made otherwise than by a POU, after an offer period expires. The Panel will then weigh up whether the commitment would be better made as a POU.
- Note 1(a) has been added to Rule 19.7. This allows the Panel to disallow any commitments in a POU that would be more appropriately made in another form.
- Note 2 has been added to Rule 19.7. A party may not take (or omit to take) any action that would cause an event, act or circumstance to occur that is referred to in a qualification or condition to a POU which that same party has made.
- One of the requirements under Rule 19.7 has been extended: a party must make a document available to the offeror's (as well as the offeree's) employee representatives. These amendments became effective on 12 January 2015.
The response statement is available at: http://www.thetakeoverpanel.org.uk/wp-content/uploads/2008/11/RS201402.pdf.
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