Irish Takeover Panel New Opening Disclosure Rules

On 21 December 2021, the Irish Takeover Panel released a public consultation paper seeking comments on proposed amendments to the Irish Takeover Panel Act 1997, Takeover Rules 2013 and the Substantial Acquisition Rules 2007.

Submissions closed on 28 February 2022.

On 20 May 2022, the Panel published a response statement together with draft new Takeover Rules which the Panel is proposing to adopt.

The changes represented the most significant overhaul of the Irish takeover regime since 2013.

On the 22nd July 2022, the new rules entered into force, which includes:

The introducing of an automatic “putup or shut-up” (PUSU) regime
A reduction to the lock-out period
Profit Forecasts and Quantified Financial Benefit Statements
Disclosure of Opening Positions
Enhanced disclosure requirements for bidders

This update will focus on disclosure of Opening Positions.

Disclosure of Opening Positions

Under the previous Irish takeover disclosure regime, the rules were based on “dealings” undertaken by persons subject to the regime and not “positions” held by them. Previously, under Rule 8.3, a person who had a gross long interest of 1% or more in any class of relevant securities of the offeree or a securities exchange offeror was required to disclose all dealings (including their long interests and short positions) in the relevant securities of that party. However, if a person subject to Rule 8.3 did not deal in the relevant securities of the offeree or the offeror, they were under no obligation to make a disclosure under the Rules in relation to their interests and short positions in that party’s relevant securities. This was the case regardless of the extent of the person’s interests in the relevant securities of that party.

In order to provide greater transparency as to where voting control of relevant securities lies, the new rules introduce a requirement for certain parties to make a public opening position disclosure disclosing their positions.

Rule 8.3 now requires that the bidder, the target and 1%+ Holders make an ‘opening position disclosure’, detailing their interests (including short positions) in those securities, shortly after an offer or possible offer is announced. The new Rules introducing an opening position disclosure, are largely modelled on the UK Takeover Code.

An opening position disclosure shall be made no later than 3.30pm on the day falling 10 business days after the commencement of the offer period or the announcement that first identifies an offeror

Click here of the latest Takeover Rules.
Click here for the latest Form 8.3.

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