Acceptance condition definition

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Private equity (transactions)—Cayman Islands—Q&A guide

Private equity (transactions)—Cayman Islands—Q&A guide This Practice Note contains a jurisdiction-specific Q&A guide to private equity (transactions) in Cayman Islands published as part of the Lexology Getting the Deal Through series by Law Business Research (published: March 2022). Authors: Stuarts Walker Hersant Humphries—Chris Humphries; Jonathan McLean; Simon Orriss 1. What different types of private equity transactions occur in your jurisdiction? What structures are commonly used in private equity investments and acquisitions? Leveraged acquisitions, management buyouts, development capital investments, fund organisations, divestitures and recapitalisations are all types of private equity transactions that occur in the Cayman Islands. The most commonly used vehicle for private equity funds in the Cayman Islands is the exempted limited partnership established under the Cayman Islands Exempted Limited Partnership Act (2021 Revision), which affords limited liability status to investors who are limited partners in the partnership provided that they do not take part in the conduct of the business of the partnership. The partnership's sponsor, or an affiliate, typically acts as the general partner who manages the business and holds the assets of the partnership on the trust and has unlimited liability for the partnership's debts and obligations. Some private equity fund managers may choose to establish a fund as a Cayman Islands exempted company or a limited liability company (LLC) often for taxation purposes or to mirror an onshore structure using a Delaware LLC, for

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 offer proceeds upon normal contractual principles. The offer is made to offeree shareholders in an offer document which

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®PSL 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®PSL and Lexis®Library resources 2021 changes to the Takeover Code This Resource Note reflects the July 2021 version of the Code. Mini-index Rule 34—Setting the scene Rule 34.1—When the right of withdrawal may be exercised Rule 34.2—Return of documents of title Rule 34—Related Code Rules, Notes and Appendices Statutory withdrawal rights Rule 34—Setting the scene Link to Rule 34 and Notes on Rule 34 Code What it covers Rule 34 deals with shareholder withdrawal rights on takeover transactions. Application Rule

Schemes of arrangement—advantages and disadvantages

Schemes of arrangement—advantages and disadvantages In recent years, schemes have been the structure of choice for the majority of offerors implementing a takeover despite the prohibition of cancellation schemes in the context of a takeover and the removal of the incidental stamp duty advantages of a cancellation scheme. In 2021, 81% of firm offers were structured as schemes of arrangement and this popularity of schemes was prevalent across all deal sizes. For further details and analysis, see: Public M&A deals 2021—UK—Market Tracker Trend Report. This Practice Note discusses the advantages and disadvantages, from the offeror’s perspective, of effecting a takeover by way of a scheme of arrangement as opposed to a contractual offer. For a more detailed look at the options available for structuring a takeover and at the principal features of offers and schemes, see Practice Note: Structuring a takeover—offers vs schemes of arrangement, which includes a summary table—Structuring a takeover—offers vs schemes of arrangement—Key advantages and disadvantages of offers and schemes. Obtaining de facto control To obtain control of a company using an offer structure, the offeror requires acceptances from offeree shareholders in respect of sufficient shares to result in the offeror (and persons acting in concert with it) holding more than 50% of the voting rights in the offeree. This is usually easier to achieve than the corresponding thresholds

Break fees, deal protection measures and other offer-related arrangements

Break fees, deal protection measures and other offer-related arrangements This Practice Note considers the prohibition on break fees and other deal protection measures (or ‘offer-related arrangements’) under Rule 21.2 of the City Code on Takeovers and Mergers (Code) and the application of Rule 21.2 to schemes of arrangement as established by Appendix 7. Exemptions from the general prohibition are considered, as are circumstances in which dispensations may be granted by the Takeover Panel (Panel), such as those in relation to competing offers or a formal sale process. Background—Takeover Panel consultations Since 11 September 2011 the Code has generally prohibited break fees and other deal protection measures in public takeovers, subject to some specific exceptions. The prohibition was introduced in response to the Panel’s concerns that the increasing use of inducement fee arrangements and other deal protection measures was discouraging potential competing offerors and leaving offeree boards with limited room to facilitate or recommend a competing offer. Rule 21.2—general prohibition on offer-related arrangements Rule 21.2 states that, except with the consent of the Panel, neither the offeree nor any person acting in concert with it may enter into any ‘offer-related arrangement’ with either the offeror or any person acting in concert with it during an offer period or when an offer is reasonably in contemplation. An ‘offer-related arrangement’ is any agreement, arrangement or commitment in connection with an offer, including any

Employee benefit trusts—concert party clearance from the Takeover Panel

Employee benefit trusts—concert party clearance from the Takeover Panel Relevance of the takeover code to share acquisitions by an EBT It may be necessary to consult the Takeover Panel (Panel) in certain circumstances if the trustee of an employee benefit trust (EBT) is acquiring shares in a company. If the trustee could be considered to be acting in concert with others when it acquires the shares, this could result in the trustee being required to also extend its offer to buy shares to all other shareholders, in accordance with requirements under the City Code on Takeovers and Mergers (Code). The Panel can be asked to confirm whether the trustee of an EBT will be presumed to be acting in concert for the purposes of these requirements under the Code. In some circumstances, the Code requires that the Panel must be consulted before certain share acquisitions by an EBT, as detailed below. The Panel’s main functions are to issue and administer the Code and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids. The Panel considers that a significant holding of shares by an EBT and/or directors or a controlled shareholder could constitute a barrier to a takeover, particularly in relation to unsolicited bids, since the shares are unavailable to the

Takeover Code—index of resource notes

Takeover Code—index of resource notes Resource Notes This is an index of Resource Notes on each of the Rules to the Takeover Code and other key definitions and sections, designed to assist with their interpretation and to give practical guidance on their application. Each Resource Note collects together relevant information, commentary, analysis and know-how on the Takeover Code provision in question, provides summaries of, and links to, relevant third party materials, commentary, guidance and analysis, and highlights other useful resources. The following Resource Notes are available: • Takeover Code—Dealings • Takeover Code—Interests in securities • Takeover Code—Irrevocable commitments • Takeover Code—Introduction • Takeover Code—Rule 1—The approach • Takeover Code—Rule 2—Secrecy before announcements; the timing and contents of announcements • Takeover Code—Rule 3—Independent advice • Takeover Code—Rule 4—Restrictions on dealings • Takeover Code—Rule 5—Timing restrictions on acquisitions • Takeover Code—Rule 6—Acquisitions resulting in an obligation to offer a minimum level of consideration • Takeover Code—Rule 7—Consequences of certain dealings • Takeover Code—Rule 8—Disclosure of dealings and positions • Takeover Code—Rule 9—The mandatory offer and its terms • Takeover Code—Rule 10—The acceptance condition (voluntary offers) • Takeover Code—Rule 11—Nature of consideration to be offered • Takeover Code—Rule 12—Long-stop date (from 5 July 2021) • Takeover Code—Rule 13—conditions and pre-conditions to an offer •

Public M&A—Germany—Q&A guide

Public M&A—Germany—Q&A guide This Practice Note contains a jurisdiction-specific Q&A guide to public M&A in Germany published as part of the Lexology Getting the Deal Through series by Law Business Research (published: October 2021). Authors: Gleiss Lutz—Gerhard Wegen; Christian Cascante; Jochen Tyrolt 1. How may publicly listed businesses combine? Focusing on business combinations of stock corporations (AG), there are, in principle, three major categories of combinations: reorganisations and mergers; acquisitions; and cooperation models. Reorganisations and mergers The German statutory law on reorganisations recognises and regulates four basic structures: • merger or consolidation by transferring assets of one entity to another pre-existing entity or by transferring the assets of two existing entities to a new entity; • splitting assets and liabilities of one entity and transferring them to another; • transfer of assets for cash; and • change of legal form, such as conversion into a partnership. Acquisitions (of shares and assets) Shares of a listed stock corporation can be acquired by private acquisition from certain shareholders, via the stock exchange (both subject to mandatory offer thresholds) or by public takeover (or a combination). Shares may be acquired by tender offers for cash and also by way of exchange offers for shares (or again, a combination of both). However, a foreign bidder (in particular a non-European one) offering shares as the only consideration in a takeover offer must have these shares listed on an organised market within

Takeover Code—Rule 5—Timing restrictions on acquisitions

Takeover Code—Rule 5—Timing restrictions on acquisitions This Resource Note outlines the main provisions of Rule 5 of The City Code on Takeovers and Mergers (Code), which deals with the timing restrictions on acquisitions that apply during a takeover. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis®PSL analysis and resources, to give practical guidance on the interpretation and application of Rule 5. This Resource Note will be relevant to any stakebuilding exercise. Materials covered in this Resource Note include: • detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues • 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®PSL and Lexis®Library resources Mini-index Rule 5—Setting the scene Rule 5.1—Restrictions Rule 5.2—Exceptions to restrictions Rule 5—Related Code Rules, Notes and Appendices Rule 5—Setting the scene Link to Rule 5

Takeover Code—Rule 31—Offer timetable and revision (from 5 July 2021)

Takeover Code—Rule 31—Offer timetable and revision (from 5 July 2021) This Resource Note outlines the main provisions of the version of Rule 31 of The City Code on Takeovers and Mergers (Code), which applies to firm offers announced on or after 5 July 2021. Rule 31 deals with the requirement for all offer conditions to be satisfied by Day 60, the circumstances in which the offer timetable may be suspended or extended, the use of acceleration statements and acceptance condition invocation notices (ACINs), and the restrictions on an offeree announcing material new information after Day 39. It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis®PSL analysis and resources, to give practical guidance on the interpretation and application of Rule 31. 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®PSL and Lexis®Library resources Mini-index Rule 31—Setting the scene Rule 31.1—Day 60 and the unconditional date Rule 31.2—Period for

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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 and Wales] with registered number [insert number] [for the sole purpose of implementing the Offer] [Offeror] Directors • the directors of [Offeror] at the date of this document, as set out in paragraph [insert number] of Appendix [4] [[Offeror] General Meeting • the meeting of [Offeror] Shareholders (and any adjournment thereof) at which the [Offeror] Shareholder Resolutions will be considered, and if thought fit, approved] [[Offeror] Group • [Offeror] and its subsidiary undertakings] [[Offeror Parent] • [insert full name of offeror’s parent company], a [ [private OR public] ] company,

List of documents—takeover by way of offer

List of documents—takeover by way of offer References to the ‘Code’ are to The City Code on Takeovers and Mergersand references to the ‘CA 2006’ are to the Companies Act 2006. No. Document title Code/statutory reference (where relevant) Responsibility A. Preliminary documents 1. List of documents OfferEE/OFFEROR 2. Offer timetable OfferEE/OFFEROR 3. List of parties OfferEE/OFFEROR 4. Financial adviser’s letter to clients re: secrecy etc Rule 2.1(b) FINANCIAL ADVISER 5. Due diligence checklist Offeror and (if appropriate) offeree 6. Request to search offeree share register and register of interests, and for other information concerning offeree share capital, shareholders and option holders etc CA 2006, ss 114 and 808 Note 3 on Rule 10.1 Offeror 7. Request for information concerning share interests CA 2006, s 793 Offeree 8. Request for information supplied to competing offeror (if appropriate) Rule 21.3 Offeror 9. Memorandum for directors on legal, Code and other responsibilities Rules 2.1(b) and 19.1 OfferEE/OFFEROR 10. Any guidelines for interviews, publicity etc (perhaps included in Memorandum for directors above) OfferEE/OFFEROR 11. Directors’ responsibility statements Rule 19.2 OfferEE/OFFEROR 12. Directors’ powers of attorney OfferEE/OFFEROR 13. Opening Disclosure Statements for all relevant persons, and preparations for subsequent Dealings Disclosures Rule 8 all parties 14. Website notification, if required Rule 30.2 OfferEE/OFFEROR (as appropriate) 15. Engagement letter with financial advisers OfferEE/OFFEROR 16. Engagement letter with lawyers OfferEE/OFFEROR 17. Engagement letter with reporting accountants OfferEE/OFFEROR (as appropriate) 18. Engagement letter with valuers

Rule 2.7 (firm intention) announcement—contractual offer

Rule 2.7 (firm intention) announcement—contractual offer Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the United States of America, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [ THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE OFFER OR OTHERWISE. THE OFFER WILL BE MADE SOLELY THROUGH THE OFFER document OR, IF [offeror] ELECTS TO SWITCH TO A SCHEME, THE SCHEME DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED ACQUISITION, INCLUDING DETAILS OF HOW THE OFFER MAY BE ACCEPTED. ANY ACCEPTANCE OR OTHER RESPONSE TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE OFFER DOCUMENT OR SCHEME DOCUMENT (AS APPROPRIATE). New [offeror] shares to be issued pursuant to the offer have not been and will not be registered in the united states of america under the securities act of 1933, as amended, nor under any relevant securities laws in canada, australia, or japan. ] [insert date] For immediate release [Insert name of offeror] PLC [Recommended]

Offer document—conditions of the Offer (Appendix 1A)

Offer document—conditions of the Offer (Appendix 1A) APPENDIX [1]—Conditions and further terms of the Offer Part A July 2021 changes to the Code In March 2021 the Takeover Panel confirmed that it would be proceeding with amendments to the Code, which included substantial changes to the treatment of offer conditions under the Code. For the purposes of this Precedent, the key changes were: • removing the concept of closing dates and instead requiring an offeror to specify an ‘unconditional date’ by which all of the conditions to its offer would need to be satisfied or waived • removing the distinction between the date by which the acceptance condition to an offer needs to be satisfied and the date by which the other conditions to the offer need to be satisfied or waived. Instead the Code would require all of the conditions to an offer to be satisfied by Day 60 • providing that, subject to certain exceptions, the acceptance condition should only be capable of being satisfied once all of the other conditions to the offer have been satisfied or waived • removing the requirement for an offer to lapse if, before a particular date, a phase 2 CMA reference is made or phase II Commission proceedings are initiated (this forms part of wider changes to align the treatment of CMA and Commission regulatory clearances with authorisations and clearances required from other

Rule 17.1 (extension of offer) announcement [Archived]

Rule 17.1 (extension of offer) announcement [Archived] This Precedent has been archived and not maintained since the Takeover Code (Code)’s revision in July 2021. It dealt with the situation where an offeror was announcing the level of acceptances of an offer under Rule 17.1 of the Code as a result of the offer being extended. Before its revision in July 2021, the Code allowed an offeror to set a series of closing dates to test whether the acceptance condition was satisfied. If the acceptance condition was not met on the closing date, an offeror could either lapse the offer or extend the offer by specifying a new closing date. The concept of closing dates no longer exists in the Code and instead the Code requires all offer conditions to be satisfied by Day 60. 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 of the relevant laws or regulations of such jurisdiction. [insert date] For immediate release [Recommended] [cash] offer (the Offer) by [Insert name of offeror] for [Insert name of offeree] PLC Level of Acceptances and Extension of the Offer On [insert date of Rule 2.7 announcement], the board[s] of [insert full name of Offeror] [and [insert full name of Offeree]] announced under Rule 2.7 of the Code that [[Offeror] had

Board minutes—takeover—declaring offer unconditional—offeror

Board minutes—takeover—declaring offer unconditional—offeror [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 of meeting] on [insert day, month and year 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] (representative of [financial adviser] (the Bank))] [[Insert names of anyone in attendance who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[insert names of directors/members of the committee who are unable to attend meeting (if any)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. [The Chair drew the meeting’s attention to the terms of the board minute dated [insert date] by which the Committee was constituted.] It was reported that proper notice of the meeting had been given in accordance with the Company’s articles of association (the Articles) and that a quorum was present. Accordingly, the Chair declared the meeting open. 2 Business of the meeting The Chair explained that the business of the meeting was

Announcement declaring offer unconditional as to acceptances [Archived]

Announcement declaring offer unconditional as to acceptances [Archived] This archived Precedent is an announcement declaring an offer unconditional as to acceptances. It has not been maintained since the Takeover Code’s revision in July 2021. The Code now provides that, subject to certain exceptions, the acceptance condition should only be capable of being satisfied once all of the other offer conditions have been satisfied or waived. For a sample announcement declaring an offer unconditional, see Precedent: Announcement declaring offer unconditional. 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 of the relevant laws or regulations of such jurisdiction. [insert date] For immediate release [Recommended][ cash] offer (the Offer) by [Insert name of offeror] for [Insert name of offeree] PLC Offer unconditional as to acceptances On [insert date of Rule 2.7 announcement], the board[s] of [insert full name of Offeror][ and [insert full name of Offeree]] announced under Rule 2.7 of the Code that [[Offeror] had made OR they had reached agreement on the terms of] a[ n] [ recommended] [ cash] offer[ to be made by [Offeror]] to acquire[ the entire issued and to be issued] ordinary share capital of [Offeree]. The full terms and conditions of the Offer, together with the procedures for acceptance of the Offer, were set out

Offer document—further terms of the Offer (Appendix 1, Parts B, C and D)

Offer document—further terms of the Offer (Appendix 1, Parts B, C and D) Part B July 2021 changes to the Code In March 2021 the Takeover Panel confirmed that it would be proceeding with amendments to the Code, which included substantial changes to the treatment of offer conditions under the Code. For the purposes of this Precedent, the key changes were: • removing the concept of closing dates and instead requiring an offeror to specify an ‘unconditional date’ by which all of the conditions to its offer would need to be satisfied or waived • allowing an offeror to bring forward the unconditional date of its offer by making an acceleration statement • removing the distinction between the date by which the acceptance condition to an offer needs to be satisfied and the date by which the other conditions to the offer need to be satisfied or waived. Instead the Code would require all of the conditions to an offer to be satisfied by Day 60 • providing that, subject to certain exceptions, the acceptance condition should only be capable of being satisfied once all of the other conditions to the offer have been satisfied or waived • removing the requirement for an offer to lapse if, before a particular date, a phase 2 CMA reference is made or phase II Commission proceedings are initiated (this forms part of wider changes to

Co-operation agreement (with reverse break fee)—takeover

Co-operation agreement (with reverse break fee)—takeover This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of offeror] incorporated in [England and Wales] under number [insert company number] whose registered office is at [insert address] (the Offeror), and 2 [Insert name of offeree] incorporated in [England and Wales] under number [insert company number] whose registered office is at [insert address] (the Offeree) Recitals: (A) The Offeror intends to make a recommended [pre-conditional ]offer for the entire issued and to be issued ordinary share capital of the Offeree[, excluding any shares held in treasury,] (Acquisition), on the terms and subject to the conditions set out in the Announcement. (B) It is intended that the Acquisition will be effected by means of a scheme of arrangement of the Offeree pursuant to Part 26 of the Companies Act 2006 (Scheme), but the Offeror reserves the right, as set out in (and subject to the terms and conditions of) the Announcement and clause 7.3 of this agreement, to elect to implement the Acquisition by way of a takeover offer (Offer). (C) The parties have agreed to take certain steps to effect the completion of the Acquisition

Announcement declaring offer unconditional

Announcement declaring offer unconditional 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 of the relevant laws or regulations of such jurisdiction. [insert date] For immediate release [Recommended] [cash] offer (the Offer) by [Insert name of offeror] for [Insert name of offeree] PLC Offer unconditional[ in all respects] On [insert date of Rule 2.7 announcement], the board[s] of [insert full name of Offeror][ and [insert full name of Offeree]] announced under Rule 2.7 of the Code that [[Offeror] had made OR they had reached agreement on the terms of] a[n] [ recommended] [ cash] offer[ to be made by [Offeror]] to acquire[ the entire issued and to be issued] ordinary share capital of [Offeree]. The full terms and conditions of the Offer, together with the procedures for acceptance of the Offer, were set out in the offer document issued by [Offeror] on [insert date of offer document] (the Offer Document). Other than as expressly set out in this announcement, the terms used but not defined in this announcement have the meanings given to them in the Offer Document. [[Offeror] is pleased to announce that by virtue of the level of acceptances set out below, the acceptance condition is satisfied. As all of the other Conditions to the Offer have now been satisfied or waived,

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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 bidder holds at the date of the offer, even if the offer extends to such shares. If X is an associate of B, his T shares will be ignored in calculating the 90% threshold, and the required level of acceptances will be 90% of a correspondingly

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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.

Takeover Panel proposes Code changes for 2022

Corporate analysis: The Takeover Panel (Panel) has published a consultation paper, which proposes various amendments to the Takeover Code (Code).

Takeover Panel confirms proposed changes to the offer timetable and offer conditions

Corporate analysis: The Takeover Panel (Panel) has published a response statement to its earlier consultation paper on proposed amendments to the Takeover Code (Code) regarding the treatment of offer conditions and the offer timetable.

Analysing the Takeover Panel’s proposed changes to the offer timetable and offer conditions

Corporate analysis: This analysis considers the Takeover Panel (Panel)’s latest proposals to amend the Takeover Code (Code) in relation to the treatment of offer conditions and the offer timetable.

Panel prevents bidder from leaving Moss Bros at the altar

Corporate analysis: The Takeover Panel (Panel) has ruled that the bidder for Moss Bros is not entitled to invoke the conditions to its offer notwithstanding the impact that the coronavirus (COVID-19) pandemic has had on Moss Bros’s business.

Takeover Panel shows King the red card

Corporate analysis: The Hearings Committee (Committee) of the Takeover Panel (Panel) has issued a ‘cold shoulder’ ruling that Mr David King is someone who, in the Committee’s opinion, is not likely to comply with the Takeover Code (Code). The ruling relates to various breaches of the Code by Mr King in relation to events surrounding his mandatory offer for Rangers International Football Club PLC (Rangers).