Retained EU Law SI 2004 United Kingdom

Directive 2004/25/EC (EU Takeovers Directive)

Read it on legislation.gov.uk (opens in a new tab)
Enforced by
Takeover Panel
Status
In Force
Penalty ceiling
Regulated

Does it bind you?

Business-side roles with duties under this instrument.

Any Person4 Trader2

Plus 8 duties on the regulator, Crown ministers and public bodies — folded into the section list below.

Other Acts binding the same actors

If a role above is yours, these are the other instruments that most often bind it.

Any Person — also bound by 2684 other Acts
Trader — also bound by 864 other Acts
Companies Act 2006 244 duties
Companies Act 1985 85 duties

What it requires

Regulations creating concrete business duties or carrying penalties, grouped as the instrument is structured. Titles link to the source text — blue means you’re leaving for legislation.gov.uk.

s.art003 General principles Regulated
Other duties (1) — Crown / regulator
  • Member States must ensure takeover bids comply with six general principlesCrown / Minister / Government department
s.art004 Supervisory authority and applicable law Regulated
  • Choose your takeover supervisor if listed in several EU markets simultaneouslyTrader
s.art005 Protection of minority shareholders, the mandatory bid and the equitable price Regulated
  • Make a mandatory bid to all shareholders on acquiring controlAny Person
s.art006 Information concerning bids Regulated
  • Publish a compliant offer document and inform employees and the Takeover PanelAny Person
s.art007 Time allowed for acceptance Regulated
Other duties (1) — Crown / regulator
  • Member States must set takeover bid acceptance period between 2 and 10 weeksCrown / Minister / Government department
s.art008 Disclosure Regulated
Other duties (1) — Crown / regulator
  • Ensure takeover bids are public and information is disclosed promptlyCrown / Minister / Government department
s.art009 Obligations of the board of the offeree company Regulated
  • Board must get shareholder approval before blocking a takeover and publish its opinionTrader
s.art010 Information on companies as referred to in Article 1(1) Regulated
  • Listed companies must publish detailed capital and control informationAny Person
s.art011 Breakthrough Regulated
Other duties (1) — Crown / regulator
  • Member States must ensure takeover 'breakthrough' rules are appliedCrown / Minister / Government department
s.art013 Other rules applicable to the conduct of bids Regulated
Other duties (1) — Crown / regulator
  • Member States must lay down rules governing takeover bid conductCrown / Minister / Government department
s.art015 The right of squeeze-out Regulated
Other duties (1) — Crown / regulator
  • Member States must ensure fair squeeze-out right for offerorsCrown / Minister / Government department
s.art016 The right of sell-out Regulated
  • Buy remaining shareholders' securities at fair price when requiredAny Person
s.art020 Revision Regulated
Other duties (1) — Crown / regulator
  • Member States must report takeover bid information to the Commission annuallyCrown / Minister / Government department
s.art021 Transposition Regulated
Other duties (1) — Crown / regulator
  • Member States must implement Takeovers Directive by 20 May 2006Crown / Minister / Government department
9 other provisions — procedural and definitional
s.art001 Scope
s.art002 Definitions
s.art012 Optional arrangements
s.art014 Information for and consultation of employees' representatives
s.art017 Sanctions
s.art018 Committee procedure
s.art019 Contact committee
s.art022 Entry into force
s.art023 Addressees

Duty extraction and severity labels are Guvnor’s analysis of the instrument, not the instrument itself. Always verify against the linked source text.