Part 28

Takeovers etc
Chapter 1

The Takeover Panel

Contravention of rules etc

Failure to comply with rules about bid documentation
953
1
This section applies where a takeover bid is made for a company that has securities carrying voting rights admitted to trading on a regulated market in the United Kingdom.
2
Where an offer document published in respect of the bid does not comply with offer document rules, an offence is committed by—
a
the person making the bid, and
b
where the person making the bid is a body of persons, any director, officer or member of that body who caused the document to be published.
3
A person commits an offence under subsection (2) only if—
a
he knew that the offer document did not comply, or was reckless as to whether it complied, and
b
he failed to take all reasonable steps to secure that it did comply.
4
Where a response document published in respect of the bid does not comply with response document rules, an offence is committed by any director or other officer of the company referred to in subsection (1) who—
a
knew that the response document did not comply, or was reckless as to whether it complied, and
b
failed to take all reasonable steps to secure that it did comply.
5
Where an offence is committed under subsection (2)(b) or (4) by a company or other body corporate (“the relevant body”)—
a
subsection (2)(b) has effect as if the reference to a director, officer or member of the person making the bid included a reference to a director, officer or member of the relevant body;
b
subsection (4) has effect as if the reference to a director or other officer of the company referred to in subsection (1) included a reference to a director, officer or member of the relevant body.
6
A person guilty of an offence under this section is liable—
a
on conviction on indictment, to a fine;
b
on summary conviction, to a fine not exceeding the statutory maximum.
7
Nothing in this section affects any power of the Panel in relation to the enforcement of its rules.
8
Section 1 (meaning of “company”) does not apply for the purposes of this section.
9
In this section—
- “designated” means designated in rules;
- “offer document” means a document required to be published by rules made in accordance with paragraph 12(1) to (3) of Schedule 1C;
- “offer document rules” means rules under section 943(1) designated as rules made in accordance with paragraph 12(4) of Schedule 1C;
- “response document” means a document required to be published by rules made in accordance with paragraph 18 of Schedule 1C;
- “response document rules” means rules under section 943(1) designated as rules made in accordance with paragraph 18(1) of Schedule 1C;
- “securities” means shares or debentures;
- “takeover bid” has the meaning given by paragraph 20(1) of Schedule 1C;
- “voting rights” means rights to vote at general meetings of the company in question, including rights that arise only in certain circumstances.
S. 953 wholly in force at 6.4.2007; s. 953 not in force at Royal Assent, see s. 1300; s. 953 wholly in force at 6.4.2007 by S.I. 2007/1093 {art. 2(1)(b)} (subject to transitional adaptations in Sch. 1 para. 3(2))
Pt. 28 Ch. 1 extended (Isle of Man) (with modifications) (1.3.2009) by The Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2008 (S.I. 2008/3122), art. 2, Sch.
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))
Pt. 28 modified (31.12.2023) by The Resolution of Central Counterparties (Modified Application of Corporate Law and Consequential Amendments) Regulations 2023 (S.I. 2023/1313), regs. 1(2), 3
Pt. 28 Ch. 1 extended (Isle of Man) (with modifications) (31.12.2020) by The Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2019 (S.I. 2019/567), regs. 1, 2, Sch.; 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 953(9) substituted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 6(a); 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 953(9) substituted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 6(b); 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 953(9) substituted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 6(c); 2020 c. 1, Sch. 5 para. 1(1)
Pt. 28 modified (10.1.2015) by The Bank Recovery and Resolution (No. 2) Order 2014 (S.I. 2014/3348), arts. 1(2), 219(2)
Words in s. 953(9) substituted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 6(e); 2020 c. 1, Sch. 5 para. 1(1)
Words in s. 953(9) substituted (31.12.2020) by The Takeovers (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/217), regs. 1, 6(d); 2020 c. 1, Sch. 5 para. 1(1)