Offer timetable definition

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Takeover Code—Rule 32—Revision

Takeover Code—Rule 32—Revision This Resource Note outlines the main provisions of Rule 32 of The City Code on Takeovers and Mergers (Code), which deals with revisions of offers, including the requirements to publish a revised offer document, no increase statements, competitive situations and the offeree board’s opinion on any revised offer. 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 32. 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 32—Setting the scene Rule 32.1—Publication of revised offer document Note 1 on Rule 32.1—Announcements which may increase the value of an offer Rule 32.2—No increase statements Note 5 on Rule 32.2—Dividends Rule 32.5—Competitive situations Rule 32.6—The offeree board's opinion and the opinions of the employee representatives and the pension scheme trustees Rule 32—Related Code Rules, Notes and Appendices Rule 32—Setting the scene Link

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 H1 2022, 78% 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 H1 2022—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 for a scheme, which to

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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. diligence'>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 808Note 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 (if any) OfferEE/OFFEROR (as appropriate) 19. Engagement letter with brokers Offeree and (if securities exchange offer) offeror 20. Engagement letter with receiving agents Offeror 21. Engagement letter with public relations consultants OfferEE/OFFEROR (as appropriate) 22. Engagement letter

Conditions and further terms to scheme of arrangement

Conditions and further terms to scheme of arrangement 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 change was removing the requirement for an offer to lapse if, before a particular date, a phase 2 CMA reference was made or phase II Commission proceedings were initiated (this formed part of wider changes to align the treatment of CMA and Commission regulatory clearances with authorisations and clearances required from other regulatory bodies). The amended Code applies in relation to all firm offers 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 the Code. For further details, see News Analyses: Analysing the Takeover Panel’s proposed changes to the offer timetable and offer conditions and Takeover Panel confirms proposed changes to the offer timetable and offer conditions. Part A—Conditions to the Scheme 1          1.1 [ Long Stop Date The Acquisition will be conditional upon the Scheme becoming unconditional and effective by not later than

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Can a single takeover offer be given to different shareholders over several days or does it have to be on the same day and in one form of document?

Can a single takeover offer be given to different shareholders over several days or does it have to be on the same day and in one form of document? See Practice Note: Squeeze-outs and sell-outs: buying out minority shareholders, which provides further detail on the procedure to be followed where the squeeze-out procedure is available. See also Q&As: Does a squeeze out notice need to be sent to all dissenting shareholders who have not agreed to the takeover offer or can selected minority shareholders be chosen at the bidder's discretion? and Is there a prescribed form of words in order for a transaction to be treated as a takeover offer for the purposes of the statutory squeeze-out provisions? Takeover offers under Part 28 of the Companies Act 2006 Part 28 of the Companies Act 2006 (CA 2006) contains the procedure for buying out minority shareholders. By this procedure, the bidder is given the right to acquire other people's property (ie the minority shareholders’ shares) and the terms upon which that right is exercisable are strictly defined. The statutory requirements must be followed carefully: see Re Carlton Holdings Ltd. The terms of the takeover offer The compulsory acquisition procedures are available only where there is a takeover offer, which for these purposes means an offer to

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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.

Corporate weekly highlights—24 March 2022

This week's edition of Corporate weekly highlights includes news of Primary Market Bulletin 39, in which the FCA announced the end of its temporary coronavirus (COVID-19) measures; the response of the CLLS and Law Society to the Takeover Panel’s December 2021 consultation, PCP 2021/1; updates to the checklist prepared by a Networking for Knowhow working group for use when conducting an electronic signing on a corporate or commercial transaction; consideration of the potential ramifications, and practical steps to take, if there is an accidental breach of UK financial sanctions; and Market Tracker analysis looking at the dispute between ShareAction and HSBC Holdings plc over the ‘spirit’ of a climate change resolution.