Terms and conduct of a scheme

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Practice notes
The principle definedCompany decisions are made by way of resolutions of the shareholders. There are three ways in which a resolution of a company may...
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Produced in partnership with Philip Hinks of 3 Verulam Buildings (3VB) 12th Jan
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
Practice notes
Why restore a company to the register?When a company has been struck off it may be possible for an interested person to make an application to the...
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9th Nov
Practice notes
Coronavirus (COVID-19) IMPACT: Certain filing and registration deadlines are extended by temporary measures introduced to mitigate the consequences of...
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9th Nov
Practice notes
What is an unregistered company?An unregistered company is a rare form of incorporated company that is not formed or registered under the Companies...
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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
A ratchet in private equity is a mechanism to vary the amount of equity held by founders, managers and employees post-investment.In a venture capital...
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9th Nov
Practice notes
Shares in a company may be allotted or transferred to any number of holders (whether they are natural persons or corporate entities) to be held...
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9th Nov
Practice notes
The Prospectus Regulation (EU) 2017/1129 came into force on 20 July 2017 and its provisions came fully into effect in Member States on 21 July 2019....
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9th Nov
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
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
A demerger is a transaction whereby a business carried on by a company within a group is taken out of that group and run under separate management but...
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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
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 a scheme content

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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2nd Mar
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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22nd Feb
Practice notes
Produced with input from Rebecca Cousin of Slaughter and May on market practice.This Practice Note looks at the detailed procedures to be followed to...
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22nd 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
The Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of offeror’s 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
DEFINITIONSThe following apply throughout this document unless the context otherwise requires:[Offeree] or the Offeree•[insert full name of offeree]...
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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
Precedents
Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the united states of america, canada,...
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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
Practice notes
The City Code on Takeovers and Mergers (Code) is the principal source of rules governing:•the timing, manner and specific content of announcements...
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1st Feb
Practice notes
At 11pm (GMT) on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the...
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1st Feb
Practice notes
BackgroundAlthough all employees of an offeree are likely to have a strong interest in the outcome of the offer, their employment rights are unlikely...
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27th Jan
Practice notes
Proposed changes to the offer timetableIn October 2020 the Panel published a consultation paper, which proposed substantial amendments to the Code...
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27th Jan
Practice notes
This Practice Note looks at conditions, pre-conditions and terms typically included in public company takeover offers. It focuses on the most common...
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27th Jan
Practice notes
It is a fundamental concept of the City Code on Takeovers and Mergers (Code) that an offeror should announce a firm intention to make an offer only...
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27th Jan

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