The Takeover Code (Concert Parties) Regulations 2008

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations modify the application of Rule 9 of the City Code on Takeovers and Mergers (“the Takeover Code”).

Rule 9 of the Takeover Code requires, in certain cases, a mandatory offer to be made by a person for the shares of a company. In assessing whether a mandatory offer should be made regard is to be had to the shareholdings of the person and any person acting in concert with that person.

Regulation 2(1) specifies that certain persons are not to be regarded as acting in concert with the Treasury, the Secretary of State, UKFI or with one another.

Regulation 2(2) specifies that the Treasury, the Secretary of State and UKFI are not to be regarded as acting in concert with one another by virtue of their relationship to, or functions in connection with, certain persons.

A full Regulatory Impact Assessment has been prepared. It may be obtained from the Financial Stability Team, HM Treasury, 1 Horse Guards Road, London, SW1A 2HQ. It is also available on HM Treasury’s website (www.hm-treasury.gov.uk). Copies of the document have been placed in the libraries of both Houses of Parliament.