Disclosure Forms :: The Takeover Panel

Disclosure Forms

Implementation of the extensions to the Code’s disclosure regime

Opening Position Disclosures and Dealing Disclosures should be disclosed via a Regulatory Information Service. A copy must also be sent to the Takeover Panel in electronic form.

Market Surveillance Unit

Telephone: +44 (0) 20 7638 0129
Fax: +44 (0) 20 7236 7013
E-mail: monitoring@disclosure.org.uk

The e-mail address listed above is to be used solely for transmitting disclosure forms to the Market Surveillance Unit of the Panel. Enquiries or questions about the Code should continue to be addressed by telephone or fax.

Forms and Notes:

Form	Description	Rule(s)	Previous form(s)
Form 8 (OPD)	Public Opening Position Disclosure by a party to an offer	Rules 8.1 and 8.2	N/A
Form 8 (DD)	Public Dealing Disclosure by a party to an offer or person acting in concert (including dealings for the account of discretionary investment clients)	Rules 8.1, 8.2 and 8.4	Form 8.1
Form 8.3	Public Opening Position Disclosure/Dealing Disclosure by a person with interests in relevant securities representing 1% or more	Rule 8.3	Form 8.3
Form 8.5 (EPT/NON-RI)	Public Opening Position Disclosure/Dealing Disclosure by an exempt principal trader without recognised intermediary (“RI”) status (or where RI status is not applicable)	Rules 8.5(a), (b) and (c)(i)	Form 38.5(b)
Form 8.5 (EPT/RI)	Public Dealing Disclosure by an exempt principal trader with recognised intermediary status dealing in a client-serving capacity	Rule 8.5(c)(ii)	Form 38.5(a)
Form 8.6	Private Dealing Disclosure by an exempt fund manager with no interests in securities representing 1% or more in any party	Rule 8.6	Form 8.1(b)(ii)
Form 8.7	Private disclosure of dealings for the account of non-discretionary investment clients by a party to an offer or person acting in concert	Rule 8.7	Form 8.2
Supplemental Form 8 (Open Positions)	Details of open option and derivative positions, agreements to purchase or sell etc.	Note 5(i) on Rule 8	Supplemental Forms 8 and 38.5(b)
Supplemental Form 8 (SBL)	Details of securities borrowing and lending and financial collateral arrangements by offerors, offeree companies and persons acting in concert	Note 5(l) on Rule 8	N/A

Implementation of the extensions to the Code’s disclosure regime

The extensions to the Code’s disclosure regime introduced as a result of PCP2009/1 and RS2009/1 came into effect on Monday, 19 April 2010. The Code as revised will be applied to all offers and possible offers from that date. Accordingly:

where dealings are undertaken on or after 19 April, the Code’s disclosure regime will operate on the basis of “extended composite disclosure”;
where an offer period commences on or after 19 April, the “opening position disclosure” requirement will apply (on the basis of extended composite disclosure) with respect to the offeree company; and
where an offeror is first identified as such on or after 19 April, the “opening position disclosure” requirement will apply (on the basis of extended composite disclosure) with respect to that offeror.

In relation to Dealing Disclosures, the new disclosure forms should be used to disclose dealings undertaken on or after Monday, 19 April 2010. In relation to Opening Position Disclosures, subject to the transitional arrangements described in Panel Statement 2010/11, the new disclosure forms should be used to disclose positions in relevant securities of offeree companies in respect of which offer periods commence on or after 19 April 2010 and following the identification of offerors as such on or after that date.

In the case of any doubt as to the disclosures required following the implementation of the amendments to the Code adopted in RS2009/1, the Panel’s Market Surveillance Unit should be contacted on +44 (0)20 7638 0129.

The Takeover Panel