Terms and conduct of an offer

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Practice notes
What is an intention to float announcement?An intention to float announcements (ITF) is generally the first announcement to the public by an issuer of...
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Produced in partnership with Louise Wolfson. 12th Jan
Precedents
Definitions Delete the existing definition of ‘Consideration’ in Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...
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Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan
Practice notes
This Practice Note summarises the procedure to amend or change a company’s articles of association in accordance with the Companies Act 2006 (CA...
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9th Nov
Practice notes
A company having a share capital may have separate classes of shares. As a general rule, a type of share will form a separate class from other shares...
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9th Nov
Practice notes
This Practice Note focuses on how a company secretary of a public company (as defined) or a private company (as defined) may be removed.It does not...
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9th Nov
Practice notes
This Practice Note is part of the Share purchase transaction toolkit.In order to effect all aspects of the transaction, each share purchase...
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9th Nov
Practice notes
IntroductionA most favoured nation (MFN) clause entitles an investor to have visibility of side letter entitlements of other investors in the private...
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Produced in partnership with William Jones of RPC 12th Jan
Practice notes
Coronavirus (COVID-19): Following the coronavirus (COVID-19) outbreak, some Companies House filing and other administrative procedures have been...
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9th Nov
Practice notes
This Practice Note considers the unique contractual status of the articles of association between the company and its members, primarily under s 33(1)...
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9th Nov
Practice notes
This Practice Note outlines the written resolution method directors may adopt to take decisions instead of holding board meetings. It also considers...
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9th Nov
Precedents
Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...
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9th Nov
Practice notes
It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...
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Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan
Practice notes
As a corporation (as defined) has no physical presence, it must appoint an individual to attend and act on its behalf at a general meeting of a...
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9th Nov
Precedents
The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...
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9th Nov

Most recent Terms and conduct of an offer content

Practice notes
This Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed Practice Note on the due diligence process on...
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24th Feb
Precedents
Brexit impact: The operation of the UK takeover regime has been affected by Brexit. For the purposes of this Precedent, the principal change is that...
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19th Feb
Practice notes
StakebuildingThis Practice Note is part of the Corporate toolkit for public company takeovers. For a more detailed Practice Note on the issues...
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18th Feb
Practice notes
This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, discusses some of the main defensive tactics an...
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18th Feb
Practice notes
The number and type of documents sent to shareholders during the course of a takeover will depend significantly on its nature and circumstances,...
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18th Feb
Practice notes
The rules of The City Code on Takeovers and Mergers (Code) regarding the provision of information during an offer play an important role in the proper...
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18th Feb
Precedents
Appendix [5]—DEFINITIONSThe following apply throughout this document unless the context otherwise requires:[Offeree] or the Offeree• [insert full name...
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18th Feb
Precedents
The Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of financial adviser] (the Adviser)[insert...
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18th Feb
Precedents
The Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of financial adviser] (the Adviser)[insert...
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18th Feb
Precedents
To: The Directors [insert offeror/offeree's name][insert address][insert date]Dear DirectorsProposed acquisition of [name of offeree] ([Offeree]) by...
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18th Feb
Practice notes
References in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers (Code) and references to the...
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18th Feb
Practice notes
Jurisdictions coveredThe following jurisdictions are covered in this report:Africa – A Regional Overview; Argentina; Austria; Czech Republic; Egypt;...
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17th Feb
Q&As
The Companies Act 2006 (CA 2006) contains provisions enabling an offeror, following a takeover offer, to acquire shares in the target company held by...
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15th Feb
Q&As
See Practice Note: Squeeze-outs and sell-outs: buying out minority shareholders, which provides further detail on the procedure to be followed where...
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Produced in partnership with David Sawtell of 39 Essex Chambers 15th Feb
Q&As
The exercise of squeeze-out rights by an offeror is dealt with in sections 974–991 of the Companies Act 2006 (CA 2006).Squeeze-out rights are...
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15th Feb
Q&As
We refer you initially to Practice Note: Squeeze-outs and sell-outs: buying out minority shareholders, which provides further detail on the procedure...
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Produced in partnership with David Sawtell of 39 Essex Chambers 15th Feb
Precedents
THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the Offer or the action you should take, you are...
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14th Feb
Practice notes
This Practice Note considers the key issues arising on a takeover structured as a securities exchange offer. It explains when a securities exchange...
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14th Feb
Q&As
Fairness opinionA ‘fairness opinion’ is usually understood as meaning a professional opinion provided by an investment bank or other adviser as to...
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11th Feb

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