Relevant Legislation

The relevant Irish and EU takeover legislation is set out below.

1. Irish Takeover Panel Act 1997
2. Irish Takeover Panel Act 1997 (Prescribed Stock Exchange) Regulations 1997
3. Company Law Enforcement Act 2001
4. Directive on Takeover Bids (2004/25/EC)
5. Investment Funds, Companies and Miscellaneous Provisions Act 2005
6. European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006
7. Investment Funds, Companies and Miscellaneous Provisions Act 2006
8. European Communities (Cross-Border Mergers) Regulations 2008
9. Substantial Acquisition Rules, 2007
10. Takeover Rules, 2013

1. Irish Takeover Panel Act 1997

The Panel was established by the 1997 Act (read the full text of the 1997 Act at IrishStatuteBook.ie) and sets out inter alia the powers and duties of the Panel in relation to the monitoring and supervising of takeovers and other relevant transactions in relevant companies in Ireland.

The 1997 Act has been amended and its application extended by some of the legislation referred to below.

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2. Irish Takeover Panel Act 1997 (Prescribed Stock Exchange) Regulations 1997

Pursuant to these Regulations the Irish Stock Exchange was prescribed as a stock exchange for the purposes of the Irish Takeover Panel Act 1997 with effect from 1 July 1997.

Read the full text of these Regulations

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3. Company Law Enforcement Act 2001

Section 92 of Part 10 of this Act amended section 201 of the Companies Act 1963 and confirms that the Panel has the power to make rules under section 8 of the Irish Takeover Panel Act 1997  in relation to a scheme of arrangement which constitutes a takeover under the 1997 Act.

Read the full text of the Act

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4. Directive on Takeover Bids (2004/25/EC)

The Directive was adopted on 21 April 2004 and was required to be implemented in national law by all Member States by no later than 20 May 2006.

The main objectives of the Directive were to provide a framework of common laws for takeovers in the EU, address the barriers to takeovers and to ensure an adequate level of protection for minority shareholders across the EU in public offers.

The Directive was transposed into Irish law by the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (see 6 below) which came into operation on 20 May 2006.

Read the full text of the Directive

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5. Investment Funds, Companies and Miscellaneous Provisions Act 2005

Section 75 of Part 7 amended the definition of “relevant company” in section 2 of the Irish Takeover Panel Act 1997.

Read the full text of the Act

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6. European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006

The Regulations were made for the purpose of giving effect to the Directive on Takeover Bids (2004/25/EC) (see 4 above) and came into operation on 20 May 2006.

The Regulations had the effect of amending and extending the application of certain of the sections of the Irish Takeover Panel Act 1997 insofar as they apply to those relevant companies which are subject to the Regulations. Regulation 11 of, and the Schedule to, the Regulations and the words “(being those rules as they stand amended by Regulation 11)” where they occur in Regulations 16(3), 18(4) and 18(6) of those Regulations have been repealed by the Irish Takeover Panel Act, 1997, Takeover Rules, 2007.

Read the full text of the Regulations

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7. Investment Funds, Companies and Miscellaneous Provisions Act 2006

Sections 25 to 30 (inclusive) amended sections 1, 2, 8 and the Schedule to the Irish Takeover Panel Act 1997. Furthermore, section 32 of the Act amends certain of the Regulations of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006.

Read the full text of the Act

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8. European Communities (Cross-Border Mergers) Regulations 2008

Section 16(6) of the Regulations confirms that the Panel has power to make Rules under section 8 of the Irish Takeover Panel Act 1997 in relation to Cross-Border Mergers involving a relevant company and constituting a takeover (in each case within the meaning of the 1997 Act), to the same extent and subject to the same conditions, as it has powers to make rules under that section in relation to any other kind of takeover.

Read the full text of the Regulations

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9. Irish Takeover Panel Act, 1997, Substantial Acquisition Rules, 2007

The above rules apply to certain acquisitions of voting securities of a relevant company or of rights over voting securities of such a company.

Copies of the Substantial Acquisition Rules are available from the Panel.

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10. Irish Takeover Panel Act 1997, Takeover Rules, 2013

The above rules currently apply to takeovers and, where applicable, other relevant transactions involving relevant companies.

The above rules are available at Takeover Rules.

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