UK: the Takeover Code (Concert Parties) Regulations 2008

A copy of the Takeover Code (Concert Parties) Regulations 2008 has been published on OPSI: see here (HTML) and here (PDF). An explanatory memorandum has also been published. The Regulations came into force at 12pm on 28 November and their purpose is to modify the operation of the mandatory bid rule (Rule 9) in the UK Takeover Code with regard to the banks in which the Government has invested.

Rule 9.1 requires a mandatory bid to be made where:

(a) any person acquires, whether by a series of transactions over a period of time or not, an interest in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30% or more of the voting rights of a company; or

(b) any person, together with persons acting in concert with him, is interested in shares which in the aggregate carry not less than 30% of the voting rights of a company but does not hold shares carrying more than 50% of such voting rights and such person, or any person acting in concert with him, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which he is interested

Regulation 2 within the Regulations provides:

(1) For the purposes of Rule 9 of the Takeover Code the following persons are not to be regarded as acting in concert with each other or the Treasury or the Secretary of State or UKFI by virtue of the Treasury holding (through a nominee or otherwise) shares in each of those persons—
(a) a person some or all of the shares in which are held by a nominee of the Treasury or a company wholly owned by the Treasury as a result of the exercise of powers under the Banking (Special Provisions) Act 2008(4);
(b) a person participating in the recapitalisation scheme.

(2) For the purposes of Rule 9 of the Takeover Code, the Treasury, the Secretary of State and UKFI are not to be regarded as acting in concert with each other by virtue of the Treasury’s relationship with, and the Secretary of State’s and UKFI’s functions in relation to, a person listed in paragraph (1)(a) or (b)".