Public company takeovers (Schemes)

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Practice notes

Company records—a company's statutory registers

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The effect of a private company redemption of shares, including post-redemption steps

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Precedents

Provisional allotment letter

Important-this provisional allotment letter (pal) is of value and is negotiable. It requires your immediate attention. The offer expires at [insert...

9th Nov

Practice notes

SAS 72 comfort letters in international securities offerings for non-US lawyers

The underwriters or initial purchasers in an international securities offering will customarily require that the issuer's accountants provide one or...

Produced in partnership with Peter Kohl of Hogan Lovells International LLP 12th Jan

Practice notes

Private equity investment—ratchets

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Practice notes

Class 1 transactions—fundamentals

This document provides accessible practical guidance and links to more comprehensive content in relation to class 1 transactions undertaken by UK...

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Practice notes

Amending the articles of association

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Practice notes

Removal of a company secretary

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Practice notes

Protection of minority members—a quick guide

A minority member in a company does not have much power to influence its management or any majority member(s) and, therefore, sometimes their...

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Precedents

Share Dealing Rules—The Model Code under the Listing Rules (deleted under the Market Abuse Regulation)

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9th Nov

Practice notes

Directors’ decision-making—written resolutions and decisions by sole directors

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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In-house

Precedents

Retention account provisions—share purchase agreement

Insert the following definitions as new definitions into clause 1 of Precedent: Share purchase agreement—pro-buyer—corporate...

9th Nov

Practice notes

Changes in share capital—accounting treatment

It is a fundamental rule of English company law that a limited company having a share capital must maintain that capital. This capital maintenance...

Produced in partnership with Tessa Park of Moore Kingston Smith 12th Jan

Precedents

Exclusivity letter—private M&A—share purchase

DRAFTING FOR BREXIT: For the latest information on the impact of Brexit on the drafting, negotiation and enforceability of this Precedent, see...

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Practice notes

Corporate representatives

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...

9th Nov

Precedents

Letter—consent to act as a director

The [Secretary OR Directors][insert company name][insert company address][Insert date]Dear [[insert name] OR Company Secretary]Re: [insert company...

9th Nov

Most recent Public company takeovers (Schemes) content

Practice notes

Offeror and offeree documents

The number and type of documents sent to shareholders during the course of a takeover will depend significantly on its nature and circumstances,...

18th Feb

Practice notes

Takeover Code—Rule 6—Acquisitions resulting in an obligation to offer a minimum level of consideration

This Resource Note outlines the main provisions of Rule 6 of The City Code on Takeovers and Mergers (Code), which deals with the circumstances in...

18th Feb

Practice notes

Provision of information during an offer

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...

18th Feb

Practice notes

Disclosure of interests and dealings in shares prior to and during a takeover

Brexit impactThe operation of the UK takeovers regime has been affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK...

18th Feb

Precedents

Board memorandum—offeror

Memorandum prepared by [Name of Firm]For the directors [and other officers] of[insert company name] (the Company)In connection with a [possible]...

18th Feb

Precedents

Irrevocable undertaking—director—scheme of arrangement

The Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of offeror’s financial adviser] (the Adviser)[insert...

18th Feb

Precedents

Irrevocable undertaking—shareholder—scheme of arrangement

The Directors[insert offeror's name] ([Offeror])[insert address][and][The Directors][[insert name of financial adviser] (the Adviser)[insert...

18th Feb

Precedents

Scheme document—definitions

DEFINITIONSThe following apply throughout this document unless the context otherwise requires:[Offeree] or the Offeree•[insert full name of offeree]...

18th Feb

Precedents

Heads of terms—public company takeover

Strictly private and confidentialThe Directors[insert offeree’s name] plc[insert offeree address]Date: [insert date]Dear Directors,Proposed...

18th Feb

Precedents

Board memorandum—offeree

Memorandum prepared by [name of Firm]For the directors [and other officers] of[insert company name] plc (the Company)In connection with a [possible]...

18th Feb

Precedents

Letter of intent—takeover or scheme of arrangement

To: The Directors [insert offeror/offeree's name][insert address][insert date]Dear DirectorsProposed acquisition of [name of offeree] ([Offeree]) by...

18th Feb

Practice notes

Takeovers—glossary of terms

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...

18th Feb

Practice notes

Prior to a bid—the offeror

Produced with input from Rebecca Cousin of Slaughter and May on market practice.BackgroundPublic company takeovers in the UK are highly regulated...

18th Feb

Practice notes

Getting the Deal Through: Public M&A 2020

Jurisdictions coveredThe following jurisdictions are covered in this report:Australia; Bermuda; Brazil; Bulgaria; Canada; China; Denmark; Egypt;...

17th Feb

Practice notes

Market Intelligence—Mergers and acquisitions

Jurisdictions coveredThe following jurisdictions are covered in this report:Africa – A Regional Overview; Argentina; Austria; Czech Republic; Egypt;...

17th Feb

Q&As

If a public company re-registers as a private company to take advantage of the rules on financial assistance for the acquisition of its own shares, is the company allowed to subsequently re-register as a public company (after the financial assistance and acquisition have taken place)?

Section 678(1) of the Companies Act 2006 (CA 2006) provides that where a person is acquiring or proposing to acquire shares in a public company, it is...

15th Feb

Practice notes

Merger control and the Takeover Code

STOP PRESS: The law and practice referred to in this Practice Note may be impacted by Brexit. For further information on the potential impact, see:...

Produced in partnership with Suzanne Rab of Serle Court 15th Feb

Precedents

Publication of scheme document announcement

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the united states of america, canada,...

14th Feb

Precedents

Section 793 notice—request for information

[Insert name of company][Insert address of company][Insert fax number of company][Insert email address of company][Insert name of recipient and/or job...

14th Feb

Practice notes

Securities exchange offers on takeover transactions

This Practice Note considers the key issues arising on a takeover structured as a securities exchange offer. It explains when a securities exchange...

14th Feb