Case studies

"We have to become more agile as our clients' expectations and requirements change. The only thing we know is that tomorrow is going to be different and we must be prepared. With LexisNexis, I feel more confident of that we're ready every time."

Wolverhampton County Council

Access all 114 documents on Offer document

GET ACCESS NOW

GLOSSARY

Offer document definition

Published by a LexisNexis Corporate expert

What does Offer document mean?

The document by which the offeror makes its formal offer to offeree shareholders, normally required under Rule 24.1 to be despatched within 28 days of the 2.7 announcement, but often issued simultaneously with the 2.7 announcement. The required contents of the offer document are set out in Rules 24.2 to 24.16.

Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

Timetable—recommended offer—before 5 July 2021 [Archived]

Timetable—recommended offer—before 5 July 2021 [Archived] This archived timetable covers the key steps on a recommended offer that is announced before 5 July 2021. It has not been maintained since the Code’s revision in July 2021. For other examples of timetables used on takeover transactions, see: • Timetable—hostile offer—before 5 July 2021 • Timetable—recommended offer • Timetable—hostile offer • Timetable—scheme of arrangement Changes to the offer timetable On 31 March 2021 the Takeover Panel (Panel) published a response statement in which it confirmed that it would be proceeding with amendments to the Code relating to the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers which are announced on or after 5 July 2021 (implementation date), except where to do so would give the amendments retroactive effect. Any ongoing firm offers which straddle the implementation date, and any offers announced on or after the implementation date which are in competition with such ongoing offers, continue to be subject to the unamended provisions of...

Timetable—scheme of arrangement

Timetable—scheme of arrangement This is an illustrative timetable for a takeover structured as a scheme of arrangement. The timetable covers the steps required in a typical scheme, including the relevant court procedures and requirements under the City Code on Takeovers and Mergers (Code). Rule 31 of the Code, which deals with the timing of an offer, is disapplied in relation to schemes and instead these matters are principally dealt with in Section 3 of Appendix 7 to the Code. The Takeover Panel (Panel) is more flexible with the timetable on a scheme than on an offer because of the need to accommodate the court process. However, the Code does impose some constraints on the scheme timetable, including: • where the offeror’s firm intention announcement includes a statement from the offeree board of its intention to recommend the scheme, the scheme circular, combining an offer document and offeree circular, must be posted within 28 days of the firm intention announcement. In practice, the Panel is sympathetic to requests for this period...

Discover our 8 Checklists on Offer document

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

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 which an acquisition of an interest in shares in the offeree will result in an obligation to offer a minimum level of consideration. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 6. This Resource Note will be relevant to any stakebuilding exercise. 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)...

Legal and regulatory framework

Legal and regulatory framework The Panel on Takeovers and Mergers (Panel) This Practice Note is part of the Corporate toolkit for public company takeovers. It deals with the legal and regulatory issues that will need to be considered at the outset of a takeover. For a more detailed overview of the Panel and the regulatory framework for takeovers, see Practice Notes: The Panel and the regulatory framework of takeovers and Schemes of arrangement—nature and key statutory requirements. The takeover of a public company in the UK is regulated and supervised by the Panel, whose activities were placed on a statutory footing as a result of the implementation in the UK of the Takeover Directive. Chapter 1 of Part 28 of the Companies Act 2006 (CA 2006) sets out the Panel's statutory functions and powers, which include the power to make rules for the regulation of takeovers, mergers and other transactions that have or may have effect on the ownership or control of certain companies in the...

Discover our 70 Practice Notes on Offer document

Irrevocable undertaking—shareholder—scheme of arrangement

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 address]] [insert date] Dear Directors Proposed acquisition of [name of offeree] ([Offeree]) We understand that [Offeror] proposes to acquire (the Acquisition) [all] the issued [and to be issued] [ordinary] shares of [insert nominal value] each in [Offeree] (the Shares) for the consideration, and otherwise substantially on the terms and subject to the conditions, set out in the draft press announcement attached to this letter (the Announcement), subject to such amendments or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code), the Panel on Takeovers and Mergers (the Panel), the High Court of Justice in England and Wales (the Court) or any applicable law or regulation. We also understand that the Acquisition is expected to be implemented by way of a scheme of arrangement under...

Squeeze–out letter to minority shareholders

Squeeze–out letter to minority shareholders [Letterhead of offeror] To: [insert name and address of shareholder] [insert date] Dear Shareholder Offer by [insert name of offeror] (the Offeror) to acquire [all] the issued [and to be issued] [ordinary] shares of [insert value]p each (ordinary shares) of [insert name of offeree] PLC (the Company) [(other than those already owned by the Offeror)] (the Offer). We refer to the offer document dated [insert date] (the Offer Document) in which we offered to acquire all the issued [and to be issued] ordinary share capital of the Company[(other than shares already owned by the Offeror)]. As you may be aware, the Offer was declared unconditional on [insert date][, and closed on [insert date]]. As at 3.00 pm on this [last] date, acceptances had been received in respect of a total of [insert number]ordinary shares, representing [insert number, which must be at least 90]% in value of the ordinary shares to which the Offer relates...

Dive into our 32 Precedents related to Offer document

I act for a small company which is having trouble obtaining bank finance—would an issue of mini-bonds be a viable alternative?

I act for a small company which is having trouble obtaining bank finance—would an issue of mini-bonds be a viable alternative? IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for DCM lawyers? [Archived] BREXIT: As of 31 January 2020, the UK is no longer an EU Member State, but has entered an implementation period during which it continues to be treated by the EU as a Member State for many purposes. As a third country, the UK can no longer participate in the EU’s political institutions, agencies, offices, bodies and governance structures (except to the...

How are shares held by an offeror’s parent treated for the purposes of the squeeze-out rights on a takeover?

How are shares held by an offeror’s parent treated for the purposes of the squeeze-out rights on a takeover? The exercise of squeeze-out rights by an offeror is dealt with in sections 974–991 of the Companies Act 2006 (CA 2006). Squeeze-out rights are exercisable by an offeror when through acceptances of a takeover offer, or purchases of offeree shares during a takeover period for a consideration not exceeding that available under the offer, the offeror has acquired or contracted to acquire not less than: • 90% in value of the shares to which the offer relates, whether the offer is for all the offeree shares or a particular class of such shares, and • if such shares are voting shares, at least 90% of the voting rights carried by such shares The 'shares to which the offer relates' are those for which the offer is made. This therefore excludes: • shares which the offeror or its associates have acquired or contracted to acquire at the date of the offer •...

See the 8 Q&As about Offer document

Corporate weekly highlights—23 May 2024

This week's edition of Corporate weekly highlights includes news of updated government guidance on powers under the National Security and Investment Act 2021, publication of Takeover Panel Bulletin 7 on offeror intention statements and publication of the FCA’s Primary Market Bulletin 49. It also contains news of updated guidance on enforcement powers in relation to the Register of Overseas Entities and a DBT consultation aimed at reducing the burden of corporate reporting on medium-sized companies.

Corporate weekly highlights—2 November 2017

This week’s edition of Corporate highlights includes FCA reforms to ensure primary market effectiveness, ESMA priorities for preparing and auditing financial statements, and ISS proposals with regard to virtual/hybrid shareholder meetings. New content includes the publication of a new private equity buyout transaction toolkit, a new limited partnership agreement precedent and updates to our short form SPA precedents.

Read the latest 4 News articles on Offer document