Terms and conduct of an offer

Terms and conduct of an offer guidance:

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation...

Precedents

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation...

Precedents

The City Code on Takeovers and Mergers (Code) is the principal source of rules governing: • the timing, manner and specific content of announcements prior to and during a...

Practice Note

What are the main announcements that need to be made? This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers....

Practice Note

Brexit impact The operation of the UK takeover regime may be affected by Brexit, although none of the government’s or Takeover Panel’s proposals directly impact the...

Practice Note

[insert company name] [PLC OR Limited] Minutes of a meeting of[ a committee of] the board of directors of [insert full name of offeree] (the Company) held at [insert...

Precedents

[insert company name][LIMITED OR PLC] Minutes of a meeting of [a committee of] the board of directors of [insert full name of company] (the Company) held at [insert place...

Precedents

[insert name of offeror] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeror] (the Company) held at [insert place of meeting]...

Precedents

[insert full name of offeree] plc Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] PLC (the Company) held at [insert place...

Precedents

[insert name of offeror] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeror] (the Company) held at [insert place of meeting]...

Precedents

[insert company name][Limited OR PLC] Minutes of a meeting of [a committee of] the board of directors of [insert full name of company] (the Company) held at [insert place...

Precedents

[insert name of offeror][PLC OR Limited] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeree] (the Company) held at [insert...

Precedents

[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...

Precedents

[insert name of offeror] [PLC OR LIMITED] Minutes of a meeting of [a committee of] the board of directors of [insert full name of offeror] (the Company) held at [insert...

Precedents

At 11pm UK time on 31 January 2020 (exit day), the United Kingdom left the European Union in accordance with a ratified Withdrawal Agreement between the UK and the EU....

Practice Note

Preliminary considerations This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. An offeror or potential...

Practice Note

This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. It deals with the squeeze-out and sell-out rights under...

Practice Note

This Practice Note looks at conditions, pre-conditions and terms typically included in public company takeover offers. It focuses on the most common of these conditions,...

Practice Note

This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. Conducting due diligence will involve reviewing...

Practice Note

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

Precedents

Timing This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. An offer (whether revised or not) may not become...

Practice Note

This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. When a company is, or predicts that it may be, subject...

Practice Note

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

Precedents

To: [name of offeree] (the Company) and its other directors [name of financial adviser] (the Bank) Proposed takeover offer for the Company 1 I, the undersigned, a...

Precedents

To: [name of offeror] (the Company) and its other directors [name of financial adviser] (the Bank) Proposed takeover offer for [insert name of offeree] (the Offeree) 1 I,...

Precedents

This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. It is usual for some of the conditions to the offer to...

Practice Note

This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. Once the parties have agreed the broad terms of a...

Practice Note

Timing This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. It is a fundamental concept of the Code that an...

Practice Note

Timing This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. This section of the toolkit deals with the final...

Practice Note

Effect of firm offer announcement This Practice Note is part of the Corporate toolkit for public company takeovers structured as contractual offers. The announcement of a...

Practice Note