Cash confirmation definition

View the related checklists about Cash confirmation

Preliminary considerations—offeror—checklist

Preliminary considerations—offeror—checklist This is a Checklist for the offeror and its advisers of the preliminary steps and points to be considered in the run up to the announcement of an offer and the publication of the offer/scheme document. It covers preparatory steps, bid planning, due diligence, announcements and other related matters. This is not an exhaustive Checklist of all matters that may arise, which will depend on the exact particulars of the transaction. References to Rules are to the rules of the City Code on Takeovers and Mergers (Code). Preparatory steps Appoint key advisers (financial adviser, legal adviser, brokers, public relations consultants, etc) Prior to a bid—the offeror First offeror board meeting Appoint competent offer committee with relevant delegated powers of the board Establish that there are no regulatory or commercial conflicts of interest Ensure all concert parties (and affiliated persons) are identified Acting in concert Ensure all parties understand the rules as to secrecy:'Financial advisers must at the very beginning of discussions warn clients of...

View the related practice notes about Cash confirmation

The Takeover Code and share plans

The Takeover Code and share plans For many, an announcement of a bidder's firm intention to make an offer for the shares in a company is the starting gun in a takeover process. For those dealing with the target company's share plans though, the starting gun was fired some weeks earlier when the initial approach was made to the target company. This period prior to announcement of a takeover right until the takeover completes is governed by the Takeover Code. With effect from 3 February 2025, the Takeover Code applies to offers for, broadly, any company listed or admitted to trading on a multilateral trading facility in the UK, Channel Islands or Isle of Man (or a company which until recently was such a listed or admitted company) which has its registered office in the UK, the Channel Islands or the Isle of Man. This represents a narrowing of the scope of the Takeover Code compared to its applicability before that date and, for example, means that UK public...

View the related precedents about Cash confirmation

List of documents—takeover by way of scheme of arrangement

List of documents—takeover by way of scheme of arrangement Except as noted, all documents will be in the list of documents for both offeror and offeree. References to the ‘Code’ are to The City Code on Takeovers and Mergers and 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. Scheme 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/OFFEROR 8. Request for information supplied to competing offeror (if appropriate) Rule 21.3 OFFEROR 9. Memorandum...

Board minutes—takeover—Rule 2.7 (‘firm intention’)—offeror

Board minutes—takeover—Rule 2.7 (‘firm intention’)—offeror [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 [insert date 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 of anyone in attendance, who does not count towards the quorum for the meeting (eg the company secretary, any legal advisers) (if any)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the meeting (if any)]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the meeting. It was reported that proper notice of the meeting had been given in...

View the related News about Cash confirmation

Corporate weekly highlights—1 July 2021

This week’s edition of Corporate weekly highlights includes the 13th edition of the City Code on Takeovers and Mergers (with associated specimen documents published jointly by the CLLS and Law Society), Primary Market Bulletin 34, an OECD factbook and report on corporate governance post-coronavirus and further Corporate Crime analysis from their series of articles considering the Law Commission’s proposed improvements to the law relating to corporate criminal liability.