Prohibited dealings meaning

FINMA on HSBC Private Bank (Suisse) SA The Swiss Financial Markets Supervisory Authority (FINMA) reported that HSBC Private Bank (Suisse) SA maintained risky business relationships with two politically exposed persons, meaning publicly prominent figures. According to the regulator, the bank did not carry out proper checks on the assets involved — the due diligence process — nor did it adequately record transactions. In its review, FINMA stated the bank failed to recognise signs of money laundering evident in these dealings. It also did not meet the requirements for starting and maintaining customer relationships with politically exposed persons, constituting a serious breach of its due diligence duties. HSBC Private Bank (Suisse) SA, operating in Zurich and Geneva, is owned by UK-based HSBC Bank Plc, a wholly owned subsidiary of HSBC Holdings Plc. FINMA has consequently prohibited the bank from entering into new relationships with politically exposed persons...

Produced with input from Rebecca Cousin of Slaughter and May on market practice. This Practice Note succinctly outlines the relevant rules and guidance concerning parties who are, or are deemed likely to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular, the note reviews the various relationships that may amount to acting in concert, the importance of concert parties for Rule 9 of the Code, and the disclosures required in connection with stakebuilding. Stakebuilding is not prohibited by the Code, but can carry significant implications. The effects of membership of a concert party will typically be engaged under Rules 4 (Restrictions on dealings), 5 (Timing restrictions on acquisitions), 6 (Acquisitions resulting in an obligation to offer a minimum level of consideration), 8 (Disclosure of dealings and positions), 9 (The Mandatory offer and its terms) and 11 (Nature of consideration to be offered) when any of the relevant parties acquires shares...

Dealing in shares and related interests Trading in shares and associated interests of the offeree and of any offeror or would-be offeror, whether ahead of or during an offer, can carry material weight in a public takeover, as each side looks to secure tactical or strategic leverage by building up (or divesting) positions over time if feasible. This is often most acute in contested bids, or where the offeror seeks the offeree board’s endorsement of the transaction in particular. Any securities dealings connected to a takeover bid, before, during, or after the offer period, may fall under legal and regulatory constraints that can restrict or bar such activity in whole or in part. These rules on trading in shares and related interests are extensive and intricate. Prospective offerors should familiarise themselves, well in advance of approaching a potential offeree, with the distinct yet overlapping regulatory regimes that underpin these constraints. Moreover, transactions in shares and other securities of parties to an offer may trigger disclosure under several separate legal...

Rule 38—Setting the scene This Resource Note summarises the key provisions of Rule 38 of The City Code on Takeovers and Mergers (the Code), which governs dealings by connected exempt principal traders. It signposts pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to offer practical assistance on interpreting and applying Rule 38... Code and Lexis+® UK resources Materials referenced in this Resource Note include: Practice Statements issued by the Panel Executive (the team responsible for day-to-day takeover supervision and regulation) (Executive), giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements (P/S) and Panel Instruments published by the Panel Public Consultation Papers (PCP) and Response Statements (RS) issued by the Code Committee Annual Reports from the Panel discussing broader issues (Annual Reports) Relevant Lexis+® UK resources What it covers Rule 38 concerns dealings carried out by connected exempt principal...