Voting restrictions and disposal of interests
-
Where the Panel agrees to the disposal of interests in shares by a person as an alternative to making an offer pursuant to Rule 9.1, the Panel must be consulted as to:
-
the interests required to be disposed of; and
-
the application, pending completion of the disposal, of restrictions on the exercise of the voting rights (or the procurement of the exercise of the voting rights) attaching to the shares in which that person and persons acting in concert with that person are interested.
-
-
Similarly, where an offer made pursuant to Rule 9.1 lapses for a reason other than the acceptance condition not being satisfied, or where a new offer is required pursuant to Note 2 on Rule 9.3, the Panel must be consulted regarding the ability of the offeror and any persons acting in concert with it to exercise, or procure the exercise of, the voting rights attaching to the shares of the offeree company in which they are interested.
NOTES ON RULE 9.7
Calculation of the number of interests in shares to be disposed of
Where a disposal of interests in shares is permitted as an alternative to making a mandatory offer, the interests in shares required to be disposed of must be sufficient to take the total number of shares carrying voting rights in which the offeror and persons acting in concert with it are interested either, if Rule 9.1(a) applies, to below 30% or, if Rule 9.1(b) applies, to the percentage in which they were interested prior to the triggering acquisition being made.
Calculation of the number of shares to which voting restrictions will be applied
Where voting restrictions are applied pending completion of a disposal of interests in shares permitted as an alternative to making a mandatory offer under:
-
Rule 9.1(a), the number of shares in relation to which voting restrictions will be applied will normally be such number of shares as results in the person to whom Rule 9.1(a) applies (together with persons acting in concert with that person) being able to exercise less than 30% of the voting rights attaching to shares in the offeree company; or
-
Rule 9.1(b), the number of shares in relation to which voting restrictions will be applied will normally be such number of shares as results in the person to whom Rule 9.1(b) applies (together with persons acting in concert with that person) being able to exercise a percentage of voting rights attaching to shares in the offeree company which is no more than the percentage of shares carrying voting rights in which that person (together with persons acting in concert with that person) was interested prior to the triggering acquisition being made.
In each case, the calculation of the number of shares in relation to which voting restrictions will be applied will be made by reference to the reduced maximum number of voting rights which may be exercised following the application of the voting restrictions by the Panel.