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Training Course Summary:

Participants will learn about how the Takeover Panel operates in practice and how to apply the ten general principles. They will master the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. They will also gain a strong understanding of voluntary, mandatory and partial offers as well as the principles of the bid timetable and the conduct of the parties during an offer period. They will be able to advise clients on the circumstances when the Code is applicable, the relevance of the key rules of the Code, the application of the Code in practice and the documentation requirements of the Panel.

Training Course Overview/Content:

Introduction to the Takeover Panel
Composition and role
Enforcement
Applicability of the Takeover Code

The 10 General Principles and their Application

Key Code Definitions

The Approach, Announcements and Independent Advice (Rules
1-3)

Dealings and Restrictions on the Acquisition of Shares
Prohibited dealings (including Rule 4)
Substantial Acquisition Rules
Consideration to be offered (Rules 6 and 11)
Disclosure requirements (Rules 7,8 and 38)
Timing restrictions (Rule 5)

Mandatory Offers (Rule 9)

Voluntary Offers (Rules 10 and 13) and Partial Offers (Rule 36)

The OFT, the CC and European Merger Regulations (including
Rule 12)

Provisions Applicable to all Offers (Rules 14-18)

Outline Bid Timetable (Rules 30 to 35)

Conduct During the Offer (Rules 19 and 20)

Profit Forecasts and Asset Valuations (Rules 28 and 29)

Defensive Measures (Rules 21, 22 and 37)