IRELAND Law and Practice Contributed by: Enda Garvey, Brian McCloskey and Robert Maloney Derham, Matheson LLP
The opening position disclosure of each of the tar - get and any offeror will include details in respect of any party acting in concert (including their directors, as well as those directors’ spouses, civil partners, cohabitants, parents, siblings and children and the company’s advisers), as appropriate. The Takeover Rules further require that a bidder pub - licly disclose any acquisition of target securities or derivatives referenced to such securities, including those that are purely cash-settled contracts for dif - ference. Other persons interested in 1% or more of the target’s securities are also required to publicly disclose their dealings during an offer period. Complex rules apply to exempt fund managers and principal traders, particularly when they are members of a group that includes the bidder or a financial adviser to the bidder. Transparency Directive In Ireland, certain disclosure obligations may also arise under the European Transparency Directive regime, which has been transposed into Irish law through the Transparency (Directive 2004/109/EC) Regulations 2007 (as amended) and the Central Bank (Investment Market Conduct) Rules 2019 (together, the “Transpar - ency Rules”). For these purposes, the Transparency Rules apply to issuers whose securities are admitted to trading on a ‘regulated market’ situated or operating in the EU or EEA and where the ‘home member state’ of the issuer is Ireland. If the securities of an issuer do not trade on a European regulated market, the Transparency Rules do not apply. The relevant notification thresholds and other obliga - tions as set out under the Transparency Rules will dif - fer depending on whether (i) the issuer is incorporated in Ireland (an “Irish Issuer”), or (ii) the issuer is incor - porated elsewhere (a “Non-Irish Issuer”). For an Irish Issuer, a shareholder is required to notify the issuer and the Central Bank of Ireland once the percentage of voting rights acquired or disposed by that shareholder reaches, exceeds or falls below 3%, and then each 1% thereafter. For a Non-Irish Issuer, a shareholder is required to notify the issuer and the Central Bank of Ireland once the percentage of vot -
ing rights acquired or disposed by that shareholder reaches, exceeds or falls below 5%, 10%, 15%, 20%,
25%, 30%, 50% and 75%. The Irish Companies Act
In circumstances where the Transparency Rules do not apply to an Irish issuer (eg, the issuer’s securi - ties are admitted to trading on the New York Stock Exchange, the London Stock Exchange or Euronext Growth only) the Companies Act 2014, as amended, requires that a notification be made to the issuer with - in five days where there is a change in the percentage of shares in a public company in which a person is “interested”: • an increase from below to above 3%; • a decrease from above to below 3%; or • where the 3% threshold is exceeded both before and after the transaction, but the percentage level in whole numbers changes (fractions of a percent - age being rounded down). For these purposes, the term “interest” includes any interest of any kind whatsoever in shares of a relevant company. Where a person fails to comply with the notification requirements described above (other than with respect to a person ceasing to have a notifiable interest in shares), no right or interest of any kind what - soever in respect of any shares in the company con - cerned, held by such person, will be enforceable by such person, whether directly or indirectly, by action or legal proceeding. However, such person may apply to the Irish High Court to have the rights attaching to the shares concerned reinstated. 7.3 Mandatory Offer Thresholds The Takeover Rules contain mandatory offer require - ments that apply according to the following thresh - olds: • where any person, or any persons acting in con - cert, increase their aggregate holding of shares in the issuer that represent 30% or more of the voting rights of a relevant company; and • where any person, or any persons acting in con - cert, who hold between 30% and 50% of the vot - ing rights in a relevant company acquire, within any period of 12 months, additional securities of such
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