IRELAND Law and Practice Contributed by: Leonora Malone, John Olden, John Darmody and Doreen Mescal, Addleshaw Goddard
4.4 Dealings in Derivatives Trading in derivatives is permitted under Irish law, similar to dealings in other securities, before and during an offer period. However, such dealings are subject to the same regulatory constraints, including disclosure requirements and restric - tions on market manipulation. 4.5 Filing/Reporting Obligations Under the Takeover Rules, transactions involv - ing a target company’s derivatives are subject to disclosure obligations similar to those for other securities. Specifically, derivatives that confer voting rights are treated as securities under competition law and must be reported accord - ingly. 4.6 Transparency Under Irish law, shareholders are not required to disclose the purpose of their acquisition or their intentions regarding control of the compa - ny, except in specific cases under the Takeover Rules. In a public takeover, a prospective bidder must announce a firm intention to make an offer or state that it does not intend to make an offer within 42 days of being publicly identified. The Takeover Panel may extend this deadline in cer - tain circumstances. If a competing bid is made, the deadline extends to 53 days from the competing bidder’s initial offer. If a bidder announces it does not intend to make an offer ( “shuts up” ), it is locked out from making another bid for 12 months without Takeover Panel consent.
ties to the target: one under the Transparency Regulations and the other under the 2014 Act. The former applies to public limited companies listed on a regulated market in the EU, and the latter applies to Irish public limited companies that are either unlisted or listed on a non-EU regulated market. Under the Transparency Regulations regime, the notification thresholds in respect of holdings of voting rights in Irish issuers are 3% and each 1% thereafter up to 100% and in respect of hold - ings of voting rights non-Irish issuers are 5%, 10%, 15%, 20%, 25%, 30%, 50% and 75%. The notification obligation arises if voting rights reach, exceed or fall below any of the thresholds. Under the 2014 Act regime, an acquirer must notify the target if its interest in the voting share capital, or any class of voting share capital, of the target rises from below 3% to above 3%, falls from above 3% to below 3% or increases Under Irish law, a company may set higher reporting thresholds in its articles of association or by-laws than those required by the 2014 Act, Irish Takeover Rules and Transparency Regula - tions. However, these thresholds must be com - plied with to avoid restrictions on voting rights attached to the relevant shares. Stakebuilding in Ireland is subject to significant challenges, including insider trading risks, man - datory disclosure obligations, and restrictions on the timing of share acquisitions. These factors can complicate a bidder’s ability to build a stake, particularly in regulated markets. by any 1% increment above 3%. 4.3 Hurdles to Stakebuilding
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