Chapter 4 PTM Flashcards

1
Q

What is a type A event?

A

Pension regular think that company will weaken its financial position

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2
Q

What can Pension Regulator Issue if there is a cause for concern

A

-contribution notice
-financial support resolution
-restoration order

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3
Q

Who does the Code apply to?

A

-public companies traded in the UK/island of mans
-if not traded, registered or have centrla control in these jurisdictions
-if private: stocks traded in the past 10 years
-

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4
Q

Who does the code not apply to

A

Code does not apply to OEICs

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5
Q

When can offeror suspend timetable if dont get regulatory clearance

A

Day 37

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6
Q

What is ACIN

A

Can withdraw acceptance anytime before the acceptance condition satisfied

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7
Q

How many general principles are there for the code?

A

6 general principles

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8
Q

What is acting in concert?

A

cooperate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company\
-pension schemes
-relatives of founders of companies

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9
Q

Whose responsibility to monitor share price and make announcements?

A

Offeror

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10
Q

What are the types of announcements

A

Firm announcement - must commit
Talks announcement - start of offer period
No intention to bid - no later than 28 days from offer period

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11
Q

What are some other announcements

A

-next working day of start of offer period
-if offeror increase bid price

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12
Q

What is rule 3

A

Must sought independent advice as to whether the offer is fair and reasonable

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13
Q

What is rule 4

A

Restrictions during offer period for:
-dealing in securities
-offeror and offeree cannot sell wtihout PTM consent and 24 hours notice
-cannot sell if under rule 9

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14
Q

What is Rule 5?

A

prevent someone from consolidating control. Unless
-someone already has 50% or more
-if it is from 1 shareholder, only transaction in last 7 days
-control arises due to new share issued

If break rule 5, must trigger rule 9

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15
Q

What is Rule 6?

A

Higheest price in last 3 months. Must offer full cash alternative

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16
Q

What is Rule 11

A

Highest price in LTM if obtain 10% voting rights or more. Must offer full cash alternative

17
Q

What is rule 8

A

Disclosure during offer period. Made to public through RIS
-interest in securities representing 1% or more of voting rights
-made by 12 noon next day
-made by 1530 next day if by non connected party

18
Q

What is the timeline for opening position disclosure, and what criteria

O P E N I N G P O S =

A

Made by offeror, offeree and people with 1% interest

-made within 10 days of offer period

19
Q

How long must rule 9 offer be open for?What is the exception to Rule 9?

A

14 days
if this is trigerred by share buyback 9rule 37)

20
Q

What is the normal acceptance threshold

A

50%

21
Q

What is rule 19

A

If any document publised to RIS, must be made on website by 12 noon next business day

22
Q

What is rule 20

A

New informaiton for meeting
made 12 noon next business day

23
Q

What is Rule 21

A

Frustrating actions. Canno frustrate unless
-offeree shareholder with 50% voting rights agree
-if they know that offer will lapse

24
Q

What are some defences for offeree company

A

-white knight
-report to CMA for hostile takeover
-publish defence document

25
Q

What is rule 12

A

Long stop date

26
Q

How many days notice to invoke ACIN?

A

14 days

27
Q

How may days notice for scehems of arrangement. Then what happens

A

21 days to consider. Announce at 0800 next day

28
Q

When is announcement of deal required?

A

When reach 75% of threshold

29
Q

Who deals with appeals of takeoever prevention?

A

Competition appeals tribunal

30
Q

What is the waiting period for potential bidder if

i) no intention to bid
ii) failed offer

A

6months and 12 months

31
Q

Does the takeover need to be announced to FCA? Who else

A

No to FCA. But to bidder, target, and panel

32
Q

Can the PTM fine parties if breach the code?

A

No. They can only censure, not fine