Amongst the recent changes in the regulation of corporate activity in Ireland are the ending of the Central Bank’s Market Abuse Delegation Agreement with the Irish Stock Exchange and proposed further amendments to the Irish Takeover Rules.
Proposed Changes to the Irish Takeover Rules
The Irish Takeover Panel has published a consultation paper proposing further changes to the Irish Takeover Rules. The proposed changes are in addition to those which were outlined in consultation papers published by the Panel in July 2011.
The proposed changes include:
- Amending the Rule which currently requires takeover offers in certain instances to be made in cash to provide for circumstances in which a bidder will be required to structure their offer as a securities exchange
- Providing clarity on the circumstances in which the Panel will require arrangements to be entered into between a bidder and target management in the context of a takeover to be approved in advance by target shareholders
- Amending the Rule which requires a target to ensure equality of information between competing bidders by allowing it to impose conditions (e.g. confidentiality and hold harmless undertakings) on bidders in connection with information disclosed to them.
If the changes proposed in both the current consultation paper and the July 2011 consultation papers are implemented they will represent quite a significant overhaul of the Irish Takeover Rules. It is also worth noting that to date the Panel has not proposed following the changes that were made to the UK’s City Code on Mergers and Takeovers in the wake of Kraft’s takeover of Cadbury. Consequently, the marked divergence between the Irish Rules and the City Code which emerged following the implementation of those changes is set to continue for the time being at least.
The Panel is currently inviting comments on its most recent consultation paper. Any comments should reach the Panel by 16 March 2012.
Central Bank Ends Market Abuse Delegation Arrangement with Irish Stock Exchange
The Market Abuse delegation arrangement between the Central Bank of Ireland and the Irish Stock Exchange (ISE) has been unwound with effect from 1 February 2012.
Under the arrangement (which had been in place since 2005) the Central Bank delegated certain monitoring and investigation functions and tasks under the Market Abuse Regulations to the ISE. These functions and tasks will now be conducted by the Markets Supervision Directorate of the Central Bank.
As part of the unwind process, the Central Bank amended its Market Abuse Rules and the amended Rules, which took effect on 1 February 2012, can be found on its website.
Contributed by Mark Talbot.
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