Amendment of GN 18 - Public Consultation Response Statement [21/07/2014] The Takeovers Panel

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21 July 2014

Amendment of GN 18
Public Consultation Reponse Statement

Introduction

On 10 January 2014, the Takeovers Panel released a Consultation Paper seeking public comments on amendments to Guidance Note 18 Takeover Documents.

Comments on the Consultation Paper were due by 28 February 2014 and the Panel received 4 submissions in response. The Panel thanks those who made submissions for their comments. Attached to this response statement are extracts of the submissions relevant to GN 18 (Annexure A).

Consistent with the Panel’s published policy on responding to submissions, this paper sets out the Panel’s response to the public consultation process and its conclusions on the main comments received from respondents. 

Minor proposed changes to reflect current practice (eg, on Wrap Information) have been incorporated into the final guidance note. 

Attached is a copy of the final GN 18, in mark up to show the changes from the draft circulated with the Consultation Paper (Annexure B).

Material comments received and Panel's conclusions

Best practice guidance

Comment

A number of respondents submitted that aspects of the proposed guidance were too prescriptive - for example, the ‘best practice’ guidance on the contents of a summary section of a bidder’s or target’s statement.

Response

The proposals were intended to influence the development of more accessible documents, and guide those who were less familiar with the preparation of bidder’s statements and target’s statements.  The Panel did not intend to be prescriptive, and changes have been made to more clearly reflect that. Accordingly, the Panel has removed reference to ‘best practice’ guidance and made it clear that the example is just that, and the contents of a summary will depend on the particular transaction. The contents of a summary section contained in the table under paragraph 20 has been moved to Appendix A as an example of what the Panel considers most likely to be of importance. There have also been some additions to the example contents in the table.

Summaries

Comment

One respondent submitted that summaries may not be necessary for simple bids.

Response

The Panel considers that summaries are useful even for simple bids. The Panel’s encouragement of summaries that are accessible, in particular to retail shareholders, remains and is consistent with ASIC guidance in relation to prospectuses in ASIC Regulatory Guide 228 Prospectuses: Effective disclosure for retail investors.

Page limit

Comment

In response to the question in the consultation paper about whether the Guidance Note should specify a page limit for the summary section, a number of respondents submitted that a page limit was unnecessary.

Response

The Panel has not specified a page limit.


Annexure A

Extracts of Submissions


Annexure B

Mark-up of Consultation Draft vs New GN 18