• Follows UK Treasury Jul. 2018 SIs amending retained EU provisions.
• Code Committee invites comments on the amendments proposed in PCP 2018/2.

Legal Framework

• Section 2 of paper describes legislative framework within which the Code currently operates and changes which will be made to that framework as a result of Brexit.
• In summary directive 2004/25/EC on takeover bids will cease to apply in the UK.
• And section 943(1) of the Companies Act 2006, which currently requires panel to
  make rules giving effect to certain articles of takeovers directive will be amended.
• To require panel to make rules, in accordance with a new schedule 1C to the Act.
• Amendment to be made by Takeovers (Amendment) (EU Exit) Regulations 2019.
• Takeovers (EU Exit) Regulations set out in appendix A and the amendment which those rules will make to part 1 of chapter 28 of the Act are set out in appendix B.

Shared Jurisdiction

• Section 3 explains the implications of the shared jurisdiction regime not applying.
• Shared jurisdiction regime applies to offers for companies which have registered
  office in one MS of EEA and the securities admitted to trading in another EEA MS.
• Proposes deletion of section 3(a)(iii) (shared jurisdiction) of introduction to code.
• Which sets out rules re: offers for shared jurisdiction companies code applies to.
• Upon the deletion of section 3(a)(iii), code would no longer apply to the following.
• A company which has registered office in EEA member state (i.e. not in the UK),
  whose securities admitted to trading on a market in UK (but not in that EEA MS).
• A company which has registered office in UK, and whose securities are admitted
  to trading on regulated market in EEA MS (and not on a regulated marked in UK).
• And which does not satisfy residency test, in section 3(a)(ii) of the introduction.
• Code would then apply (in full) to an offer for company which has its registered
  office in UK and whose securities are admitted to trading on a market in EEA MS.
• If that company satisfies the residency test in section 3(a)(ii) of the introduction.
• Details of companies to which code currently applies are set out in Appendix C.

Effectiveness

• Comments to be received by Monday, 17 December 2018.