What is Rule 8 of Takeover?

The Takeover Code provides an orderly framework within which takeovers are conducted. It is designed to ensure that shareholders are treated fairly, are not denied an opportunity to decide on the merits of a takeover and are afforded equivalent treatment by an offeror.

Rule 8 is specifically concerned with the disclosure of dealings and positions. Rule 8 requires various persons, during an offer period, to make public disclosures, or in certain cases private disclosures to the Panel only, of their positions or dealings in relevant securities of the parties to the offer. Disclosures are not required to be made in respect of positions or dealings in relevant securities of a cash offeror.

When did Takeover Code start?

Rule 8 of the takeover code has been in force since 2006 as part of the Companies Act 2006. The statutory functions of the Panel on Takeovers and Mergers (POTAM) who enforce the Takeover Code are set out in and under Chapter 1 of Part 28 of the Companies Act 2006. Recent ammendments made to the takeover code came into force in September 2011.

How will Takeover Code Rule 8 affect you?

Key points at a glance

  • Any person who is interested in 1% or more of any class of relevant security offered on any UK Regulated market, must make an Opening Position Disclosure.
  • Disclosure must be made by no later than 3.30pm London time on the 10th business day following the commencement of the offer period.
  • Any person who is, or becomes, interested in 1% or more of any class of relevant security securities offered on any UK Regulated market must make a Dealing Disclosure if the person deals in any relevant securities.
  • A Dealing Disclosure must be made by no later than 3.30pm London time on the business day following the date of the relevant dealing.

How UnaVista can help you with Takeover Code Rule 8 regulation?

UnaVista can assist you with a number of regulations, so that you don’t have to build separate solutions for each problem, future regulations can then be catered for through the platform when required. UnaVista's Shareholder Disclosure solution allows you to address multiple global disclosure regulations through one interface. You can read about the full solution on this page - UnaVista Shareholder Disclosure solution. The solution can help you address Takeover Code Rule 8 in the following ways:

  • Increased daily position comprehension; calculate your firm’s position in each relevant instrument at mid-night of each trading day.

  • Accurate position calculation; account positions held directly and indirectly (e.g. by way of any index, basket of securities or interest in an ETF or similar entity) are calibrated in the system.

  • Enhanced risk reaction; the solution provides graphical dashboards and reports to alert you if 1% thresholds are being reached, or exceed so that you may make informed business decisions.

  • Increased timeliness of compliance; UnaVista can ensure your personnel are able to make the required disclosures to the POTAM as per the timescales above.

  • Meet regulatory demands with access to external data feeds, report forms and templates by using the LSEG’s own data sources such as SEDOL Masterfile, FTSE and Regulatory News Service (RNS )

Further Extensions

Once established for Rule 8 of the Takeover Code, UnaVista can additionally assist to ensure additional compliance to some of the other associated regulations, with multiple thresholds, for disclosure to multiple venues. These include:

EU Short Selling Regulation and Holding in Company announcements. FSA/UKLA requirement.

Where you can find further information

http://www.thetakeoverpanel.org.uk/wp-content/uploads/2008/11/rule8summary.pdf

Related regulations

If you are affected by the this regulation you may also be affected by these:

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