Acceptance condition definition

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Timetable—hostile offer

Timetable—hostile offer This is a detailed timetable for a hostile takeover offer. It has been compiled by reference to the provisions of the City Code on Takeovers and Mergers (Code) and relevant statutory rules. The timetable covers the steps leading up to the announcement of a firm intention to make an offer (Rule 2.7 announcement) up until the completion of any ‘squeeze-out’ procedure. Changes can occur to the timetable: for example, document preparation may take a shorter time than planned or the emergence of a rival offer may cause the timetable to default to that of the competing offeror. For other examples of timetables used on takeover transactions, see: • Timetable—recommended offer • Timetable—scheme of arrangement Public company takeovers quiz: Part 3 of our public company takeovers quiz includes questions which tests users’ knowledge of the new offer timetable for takeover transactions. The quiz is in multiple choice format and at the end of each question the correct answer is displayed together with feedback and links to relevant materials. The...

Timetable—recommended offer

Timetable—recommended offer This is a detailed timetable for a recommended takeover offer. It has been compiled by reference to the provisions of the City Code on Takeovers and Mergers (Code) and relevant statutory rules. The timetable covers the steps preceding the announcement of a firm intention to make an offer (Rule 2.7 announcement) up until the completion of any 'squeeze-out' procedure. For other examples of timetables used on takeover transactions, see: • Timetable—hostile offer • Timetable—scheme of arrangement Public company takeovers quiz: Part 3 of our public company takeovers quiz includes questions which tests users’ knowledge of the offer timetable for takeover transactions. The quiz is in multiple choice format and at the end of each question the correct answer is displayed together with feedback and links to relevant materials. The quiz is intended for use by private practice lawyers, in-house counsel, corporate finance professionals and other parties engaged on takeover transactions. For further details, see Practice Note: Public company takeovers quiz—Part 3. Background and approach Changes can occur to...

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Voluntary, partial and tender offers

Voluntary, partial and tender offers There are two principal ways for an offeror to implement a public takeover of an English company: • an offeror may make a takeover offer to shareholders of the offeree for all the shares in its equity share capital (or for a class of its shares), as described in section 974 of the Companies Act 2006 (CA 2006), or • by means of a scheme of arrangement under Part 26 CA 2006, which involves the offeree company proposing a scheme to its shareholders and/or creditors Offers and schemes are both subject to the City Code on Takeovers and Mergers (Code), although the two processes differ in some fundamental respects. This Practice Note focuses on takeovers structured as contractual offers, including offers for part only of an offeree's share capital. For information on schemes of arrangement, see Practice Notes: Schemes of arrangement—nature, procedures and timetable and Schemes of arrangement—advantages and disadvantages. The contractual nature of a takeover offer Offer A...

Takeover Code—Rule 34—Right of withdrawal

Takeover Code—Rule 34—Right of withdrawal This Resource Note outlines the main provisions of Rule 34 of The City Code on Takeovers and Mergers (Code), which deals with shareholder withdrawal rights on takeover transactions. It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 34. Materials covered in this Resource Note include: • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • Annual Reports published by the Panel containing discussion of general issues (Annual Reports) • relevant Lexis+® UK resources Mini-index Rule 34—Setting the scene Rule 34.1—When the right of withdrawal may be exercised Rule 34.2—Return of...

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Board minutes—takeover—Rule 2.7 (‘firm intention’)—offeror

Board minutes—takeover—Rule 2.7 (‘firm intention’)—offeror [insert company name][ LIMITED OR PLC ] Minutes of a meeting of the board of directors of [insert full name of company] (the Company) held at [insert place of meeting] on [insert date of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers) (if any)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting (if any)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. It was reported that proper notice of the meeting had been given in...

Offer document—definitions (Appendix 5)

Offer document—definitions (Appendix 5) Appendix [5]—DEFINITIONS The following apply throughout this document unless the context otherwise requires: [Offeree] or the Offeree • [insert full name of offeree] PLC, a public limited company incorporated in [insert country of incorporation] with registered number [insert number] [Offeree] Directors • the directors of [Offeree] at the date of this document, as set out in paragraph [insert number] of Appendix [4] [[Offeree] Group • [Offeree] and its subsidiary undertakings] [[Offeree] Optionholders • holders of options in the [Offeree] Share Option Scheme [Offeree] Shareholders • holders of Shares [[Offeree] Share Option Scheme • any of [insert names of all the share option schemes operated by offeree]] [Offeree] Warrantholders • holders of [Offeree] Warrants [Offeree] Warrants • the warrants to subscribe for Shares issued under the [Offeree] share warrant instrument dated [insert date]] [Offeror] or the Offeror • [insert full name of offeror], a [public OR private] limited company [and a wholly owned subsidiary of [Offeror Parent]], incorporated in [England...

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Does the definition of 'associate' extend to an individual for the purposes of the compulsory squeeze-out provisions in CA 2006, ss 974–982?

Does the definition of 'associate' extend to an individual for the purposes of the compulsory squeeze-out provisions in CA 2006, ss 974–982? Your question concerns the definition of ‘associate’ in CA 2006, s 988 and the interesting issue of whether this definition can or should extend to an individual (X) who is the sole shareholder of a corporate bidder (B) in the context of an offer for a target (T) in which X is also a shareholder. We have assumed for the purpose of this response that the shares in T were acquired by X prior to the date of the bid. Background A bidder is entitled to exercise the compulsory acquisition procedure in CA 2006, ss 974–982 if it has acquired (or unconditionally contracted to acquire) 90% of the shares to which the offer relates and 90% of the voting rights carried by those shares. Under CA 2006, s 977(2), ‘shares to which the offer relates’ do not include shares that an associate of the...

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Takeover Code changes clarify offer timetable treatment in competitive situations

Corporate analysis: The Takeover Panel (Panel) has published a response statement confirming changes to the Takeover Code (Code) in relation to the offer timetable in a competitive situation.

Takeover Panel confirms Code changes for 2022

Corporate analysis: The Takeover Panel (Panel) has published two response statements, which confirm various amendments to the Takeover Code (Code) that will take effect on 13 June 2022.