Acceptance condition invocation notice (ACIN) definition

View the related practice notes about Acceptance condition invocation notice (ACIN)

The offer timetable—from 5 July 2021

The offer timetable—from 5 July 2021 This Practice Note discusses the offer timetable that applies to takeovers structured as contractual offers. It covers matters such as the 28-day ‘put up or shut up’ regime under Rule 2.6, the Day 0 offer document posting date, the significance of Day 21, Day 39, Day 53 and Day 60 under the Takeover Code (Code), as well as offer revisions and the impact of competing offers on the timetable. For a sample offer timetable, see Timetable—recommended offer—from 5 July 2021 and Timetable—hostile offer—from 5 July 2021. For a comparative timetable distinguishing between takeovers by way of takeover offer and takeovers by way of scheme of arrangement, see Structuring a takeover: offers and schemes of arrangement—comparative timetables. Legal and regulatory framework After an offeror's announcement of a firm intention to make an offer (Firm Intention Announcement), the timetable will be driven by the requirements of: • the Code, subject to the Panel consenting to or requiring application of the rules of the Code to be modified (eg in competitive situations and/or to accommodate the decision making processes of UK or overseas competition authorities) • company law • applicable stock exchange rules The strict rules on the timetable for an offer, reflecting several General Principles of the Code, are intended to: • provide structure to any offer to which they apply • limit the

Post-offer restrictions under the Takeover Code

Post-offer restrictions under the Takeover Code In order to effectively and fairly regulate takeovers of public companies, the City Code on Takeovers and Mergers (Code) sets out a very clear timetable for steps to be taken by the offeror and the offeree as the bid progresses from initial announcement through to the final settlement of consideration if the bid is successful. If a potential offeror makes a 'no intention to bid' statement, or a bid made by an offeror lapses, is withdrawn or otherwise fails, it is equally important that the parties clearly know what they may or may not do. It is especially important that the offeree is able to get on with its business without unnecessary uncertainty or further disruption. This is inherent in General Principle 6 of the Code: 'An offeree must not be hindered in the conduct of its affairs for longer than is reasonable by a takeover bid for its securities.' This Practice Note summarises the key restrictions imposed under the Code: • on a potential offeror under Rule 2.8 following its making of a no intention to bid statement • on an offeror under Rule 35 on the lapse, withdrawal or other failure of its offer It also examines the circumstances in which these restrictions will cease to apply and where the Takeover Panel (Panel) may consent to their relaxation. Rule 2.8: Statements of intention not to

Post-offer restrictions for unsuccessful offers

Post-offer restrictions for unsuccessful offers Purpose This Practice Note is part of the Corporate toolkit for public company takeovers. It deals with the key post-offer restrictions that apply where a potential offeror makes a ‘no intention to bid’ statement or where an offer lapses, is withdrawn or otherwise fails. For a more detailed overview of these restrictions, see Practice Note: Post-offer restrictions under the Takeover Code. General Principle 6 of the Code provides that an offeree must not be hindered in the conduct of its affairs for longer than is reasonable by a takeover bid for its securities. This General Principle is reflected in a number of specific code rules which impose restrictions on an offeror or potential offeror following: • the making of a no intention to bid statement • an offer lapsing, being withdrawn or otherwise failing Rule 2.8: Statements of intention not to make an offer (six-month rule) When a 'no intention to bid' statement is made A potential offeror may choose voluntarily to announce that it does not intend to make an offer for a company, or might make such an announcement following rumour and speculation in the market. Most commonly, however, a 'no intention to bid' statement is made on the expiry of a 'put up or shut up' deadline (see Practice Note: Possible offer announcements—The 'put up or shut up' regime). Rule 2.8

Takeovers—glossary of terms

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 CA 2006 are to the Companies Act 2006. Glossary terms which are defined in the Definitions section at the beginning of the Code are marked '(Code definition)'. A Acceleration statement (Code definition) An acceleration statement is a statement in which an offeror brings forward the latest date by which all of the conditions to the offer must be satisfied or waived. See Practice Note: Offer tactics—revisions, extensions, acceleration statements and alternative offers—Acceleration statements and acceptance conditional invocation notices. Acceptance condition A condition to an offer as to the minimum level of acceptances of an offer below which the offeror may decline to proceed with the offer. Rule 10.1 requires any offer for voting equity share capital or for other transferable securities carrying voting rights to include an acceptance condition that is not capable of being satisfied unless the offeror has acquired or agreed to acquire (either pursuant to the offer or otherwise) shares carrying over 50% of the voting rights. See Practice Note: Conditions and terms to an offer—The acceptance condition and Precedent

View the related News about Acceptance condition invocation notice (ACIN)

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.