Rules
The Takeover Rules comprise rules made by the Irish Takeover Panel under the powers granted to it by the 1997 Act and by the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006, as amended (“Regulations”).
The Panel is designated under the Regulations as the competent authority for the purpose of Article 4(1) of the Directive.
The Regulations, which were made by the Minister for Enterprise, Trade and Employment, came into operation on 20 May 2006.
Regulation 4(1) of the Regulations applies the 1997 Act, subject to the Regulations, to each company a takeover bid (as defined in the Regulations) in respect of which the Panel has jurisdiction to supervise under the Regulations. Under Regulation 4(3), references to a “relevant company” in the 1997 Act include references to each company a bid for which the Panel has jurisdiction to supervise.
The Rules, of which there are 41, have been made principally to ensure that takeovers (including takeover bids as defined in the Regulations) and other relevant transactions comply with the principles (“General Principles”) set out in the Schedule to the 1997 Act.
General Principles
The General Principles are set out below. All of the General Principles, with the exception of General Principle 7, derive from the Directive.
- All holders of the securities of an offeree of the same class must be afforded equivalent treatment; moreover, if a person acquires control of a company, the other holders of securities must be protected.
- The holders of the securities of an offeree must have sufficient time and information to enable them to reach a properly informed decision on the offer; where it advises the holders of securities, the board of the offeree must give its views on the effects of implementation of the offer on employment, conditions of employment and the locations of the offeree’s places of business.
- The board of an offeree must act in the interests of the company as a whole and must not deny the holders of securities the opportunity to decide on the merits of the offer.
- False markets must not be created in the securities of the offeree, of the offeror or of any other company concerned by the offer in such a way that the rise or fall of the prices of the securities becomes artificial and the normal functioning of the markets is distorted.
- An offeror must announce an offer only after ensuring that he or she can fulfil in full any cash consideration, if such is offered, and after taking all reasonable measures to secure the implementation of any other type of consideration.
- An offeree must not be hindered in the conduct of its affairs for longer than is reasonable by an offer for its securities.
- A substantial acquisition of securities (whether such acquisition is to be effected by one transaction or a series of transactions) shall take place only at an acceptable speed and shall be subject to adequate and timely disclosure.
The Rules also provide an orderly framework within which takeovers are conducted. They are not concerned with the financial or commercial advantages or disadvantages of a takeover, which are matters for the companies concerned and their shareholders. Nor are the Rules concerned with issues such as competition and mergers policies, which are regulated under different legislation.
Download the Takeover Rules (PDF, 2.0MB)
The SARs are made by the Irish Takeover Panel pursuant to the provisions of section 8(2) of the 1997 Act and have been approved by the Minister for Enterprise, Trade and Employment as required by the 1997 Act.
Subject to certain exceptions, the SARs restrict the speed with which a person may increase a holding of voting securities, and rights over voting securities, of a relevant company to an aggregate of between 15% and 30% of the voting rights.
The SARs also require accelerated disclosure of acquisitions of voting securities, or rights over voting securities, relating to such holdings.
Download the Substantial Acquisition Rules (PDF, 140KB)
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. Irish Takeover Panel Act 1997 (Relevant Company) Regulations 2001
4. Company Law Enforcement Act 2001
5. Directive on Takeover Bids (2004/25/EC)
6. Investment Funds, Companies and Miscellaneous Provisions Act 2005
7. European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006
8. Investment Funds, Companies and Miscellaneous Provisions Act 2006
9. European Communities (Cross-Border Mergers) Regulations 2008
10. Irish Takeover Panel Act 1997 (Prescribed Stock Exchange) Regulations 2019
11. Substantial Acquisition Rules, 2022
12. Takeover Rules, 2022
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.
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
3. Irish Takeover Panel Act 1997 (Relevant Company) Regulations 2001
These Regulations expand the definition of “relevant company” that is subject to the jurisdiction of the Panel for the purposes of the Irish Takeover Panel Act 1997.
Read the full text of these Regulations.
4. 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
5. 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
6. 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
7. 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
8. 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
9. 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
10. Irish Takeover Panel Act 1997 (Prescribed Stock Exchange) Regulations 2019
These Regulations prescribe The Irish Stock Exchange plc (the successor in function to Irish Stock Exchange Limited) as a stock exchange for the purposes of the Irish Takeover Panel Act 1997.
11. Irish Takeover Panel Act, 1997, Substantial Acquisition Rules, 2022
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.
12. Irish Takeover Panel Act 1997, Takeover Rules, 2022
The above rules currently apply to takeovers and, where applicable, other relevant transactions involving relevant companies.
The above rules are available at Takeover Rules.
Copies of the Takeover Rules and the Substantial Acquisition Rules may be obtained at a cost of €60.00 per copy (excluding postage and packaging) from:
Irish Takeover Panel
Lower Ground Floor
76 Merrion Square
Dublin 2
Ireland
D02 X4T1
Telephone: +353 (0)1 678 9020