Disclosure Requirements for UK Takeover Rule 8

Rule 8 of the UK Takeover ( the “Code” ) sets out the circumstances in which Dealing Disclosures and/or Opening Position Disclosures are required to be made by:

the parties to an offer;
persons acting in concert with the parties to an offer;
persons with an interest in relevant securities of 1% or more; and
exempt principal traders (“EPTs”) connected with the parties to an offer.

Here we are concerned with persons with an interest in relevant securities of 1% or more.

There are requirements for:

1. Opening Position Disclosures; and
2. Dealing Disclosures.

1. Summary of Requirements

Opening Position Disclosure

Under Rule 8.3 (a), an Opening Position Disclosure must be made by any person interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror.

The Disclosure must be made no later than 3.30 pm on the 10th business day following the commencement of the offer period or the announcement that first identifies an offeror, as the case may be.

Public Dealing Disclosure

Under, Rule 8.3(b) , Public Dealing Disclosure must be made by 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 if the person deals in any relevant securities of the offeree company or of any securities exchange offeror.

This means that a Disclosure will be required where, for example, you own greater than 1% in the offeror but only 0.2% in the offeree, but have a transaction to increase that holding to 0.3% in the offferee or, for example, reduce your holding in the offeree to 0.15%. Equally, you would make a disclosure where you have greater than 1% in the offeree but less than 1% in the offeror and then make a trade in respect of the offeror.

The Disclosure must be made no later than 3.30 pm on the business day following the date of the relevant dealing.

2. Disclosure Forms

Disclosure forms are available from the Takeover Panel website at: www.thetakeoverpanel.org.uk/disclosure/disclosure-forms
The same Form 8.3 is used for both Opening Position Disclosures and Dealing Disclosures.

3. Method of disclosure

There is no longer a requirement to make a disclosure to the Takeover Panel. Instead, Public Opening Position Disclosures and Public Dealing Disclosures required under Rule 8 of the Code must be made to an approved Regulatory Information Service (RIS).