This announcement outlines certain changes to the regulation of takeover bids in respect of certain specified relevant companies as a consequence of the withdrawal of the UK from the EU.
Article 4 of Directive 2004/25/EC on Takeover Bids (the “Directive”) provides inter alia that where a company’s securities are not listed on a regulated market in its home Member State (i.e. the Member State in which the company is registered), jurisdiction in respect of a takeover bid (as defined in the Directive) for such a company is shared by the home Member State and the Member State in which the securities are listed (“Shared Jurisdiction Regime”). This was given effect to by the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006. As a result, there are five relevant companies which the Panel currently shares jurisdiction with The Panel on Takeovers and Mergers in the UK: Carador Income Fund plc; DCC plc; Grafton Group plc; Greencore Group plc and UDG Healthcare plc (the “Shared Jurisdiction Companies”).
In the event that the UK withdraws from the EU on 29 March 2019 (in accordance with the UK’s official notification to the European Council on 29 March 2017) without a withdrawal agreement in place providing for a transition period during which period EU law would continue to be applicable in the UK, the Shared Jurisdiction Regime in the UK will cease to apply from 11.00 p.m. on that date. Alternatively, if such a withdrawal agreement including a transition period is agreed, the Shared Jurisdiction Regime will continue to apply in the UK for the duration of that transition period.
In the event of an extension under Article 50 of the Treaty on European Union, the Shared Jurisdiction Regime will continue to apply in the UK until such time as EU law no longer continues to be applicable in the UK in accordance with the terms of that extension or any subsequent withdrawal agreement.
On cessation of the Shared Jurisdiction Regime in the UK, the Panel will, pursuant to the Irish Takeover Panel Act 1997, as amended, (the “1997 Act”) assume full jurisdiction in respect of a takeover bid for DCC plc; Grafton Group plc; Greencore Group plc and UDG Healthcare plc.
However, the Panel will not in such circumstances have any jurisdiction to supervise a takeover bid for Carador Income Fund plc, a closed-end fund, because the 1997 Act does not provide the Panel with jurisdiction to regulate closed-end funds.
For the avoidance of doubt, this announcement relates only to the effect of the UK’s withdrawal from the EU on the supervision of takeover bids (as defined in the Directive) for the Shared Jurisdiction Companies. In cases of doubt, the Panel Executive should be consulted.
4 March, 2019
