Toxicity - a stag party in Birmingham

Ouch!  Corporate Blawg has returned from a great friend's stag weekend.  I'll tell you why "ouch":

Corporate Blawg is covered in welts from being pummelled by paintballs; he has aching arms and whip lash from crashing into barriers whilst Go-Karting; and worst of all, his pride is damaged from missing all the targets on the firing range. 

After his sh*te shooting, and poor pistoling, the rifle instructor publicly declared Corporate Blawg's effort back at the ranch, where the other instructors laughed in agreement that it was the worst anyone had ever done, even worse than a blind guy last year.  Corporate Blawg is glad that he does not need to kill to eat, and passes three Tescos on his way to work each morning.

Corporate Blawg then spent £45 on bets at the dog races, winning a total of zero pounds over a period of 2 hours.  In continuance of this appalling form, the stag party then hit the hotel bar, the Bank bar, the Pitcher and Piano and proceeded to study the form of other types of dogs. 

Uninterested in building physical bonds with Brummies, Corporate Blawg led the warpath to Legs Eleven, where he emptied his wallet into the purses of dancing girls, who have now booked their summer holidays to Hawaii. 

On confessing all, Corporate Blawg's wife was less than pleased by this behaviour.  Fortunately, Corporate Blawg's wife is kind and understanding, much more beautiful than any stripper, and will recieve that Links of London bracelet she pointed out to Corporate Blawg last week.

The stag himself got off relatively lightly, only having to be dressed up as Kate Bush for 24 hours, and being a firing target for all of the afternoon.  Needless to say, a great time was had by all.  However, now the toxins are oozing from certain of Corporate Blawg's pores which are outside the usual jursidiction for their expurgation.  Corporate Blawg is now suffering from a weekend of too many toxins in the city of toxicity.

The rather cool term relating to "toxic jurisdictions" is a term is not widely used to date, it will soon be, after this posting, probably.  The term has evolved from Rule 30.3 of the City Code on Takeovers and Mergers.  The Rule is part of the implementation of the European Takeovers Directive 2004/25/EC.

The rule states that information documents posted to shareholders and employee representatives must be posted to all shareholders and employee representatives no matter where they are.  Yet posting such documents in certain jurisdictions may create further obligations under that jurisdictions' securities law.  These jurisdication are known as toxic jurisdications. Consequently, it is not uncommon to see in such documents disclaimers and provisos stating that the document should not be served in U.S.A., Canada, Australia, Japan, China and now more often than not South Africa too.

Even though the rule is to be interpreted widely, the notes to the Rule 30.3 state a number of situations where it can be avoided, including:

In all other cases, the Panel may grant a dispensation where it would be proportionate in teh circumstances to do so having regard, notably, to the cost involved, any resulting delay to the transaction, the number of registered sharesholders in the relevant jursidcition, the number of shares involved and any other factors invoked by the offeror or the offeree company.

As in most other aspects of Mergers and Takeovers, the Panel is pretty much God.  And if you come across the term "toxic jurisdiction" again it is unlikley to be a reference to Corporate Blawg oozing alcohol out of eyelids, but more likely a country with tight securities laws.

P.S. Both Tim Kevan and The Bar Council have obtained Corporate Blawg's respect in a coup de force that Corporate Blawg did not expect.  Their action was simply to publish Corporate Blawg's comment here.  Well done chaps.

Comments

[Beefeater]

A small world! Having just returned from a short holiday that kicked off with a friend and colleague's stag do in Bristol, I share your pain, particularly in the arms, lower back and so on.

We all knew that the U.S.A was a toxic jurisdiction. Good to see that this is now official.

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