12 DEC. 90
16:56
LINKLATERS & PAINES 852 8107021
LINKLATERS & PAINES 8 P.2
5
PART 3 : GENERAL PRINCIPLES
Introduction
It
18 impracticable to devise rules in sufficient detail to cover all circumstances which can arise in relation to share repurchases.
Persons engaged in
offers should be aware therefore that the spirit as well as the precise wording of the General Principles and rules must be observed. Moreover, the General Principles and the spirit of the code will apply in areas or circumstances not explicitly covered by any rule. Accordingly, the Takeovers Committee may, in the public interest Or for the protection of investors, prescribe means reasonably designed to prevent companies from using share repurchases for fraudulent, deceptive or manipulative purposes.
General Principles
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All shareholders are to be treated even-handedly and all members of the same class are to be treated similarly.
Shareholders should be given sufficient information, advice and time to reach an informed decision as regards the merits of an offer. No relevant information should be withheld. Documents and advertisements issued in connection with a share repurchase should be prepared with the highest possible degree of responsibility and accuracy and with the same standards of care with regard to the statements made therein as if it were a prospectus.
This applies whether the document is issued by an offeror directly, by a third party with an interest in the offer or by an adviser on behalf of either of them. Those who issue any such document or advertisement must ensure that it remains accurate and up to date throughout the offer period, and must notify shareholders of any material changes as soon as possible.
All persons concerned with share repurchases should take every precaution to avoid the creation or continuance of a false market. Parties involved in share repurchases must also take care to ensure that statements are not made which may mislead shareholders or the market.
Rights of control should be exercised in good faith and the oppression of minority or non-controlling shareholders is always unacceptable.
Directors should have regard to the interests of the shareholders as a whole and not, to the extent they are different, to their own interests or those derived from personal or family relationships.
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