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GLOSSARY

Revised offer document definition

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What does Revised offer document mean?

Under Rule 32.1, if an offer is revised, a revised offer document, drawn up in accordance with Rules 24 and 27, must be sent to shareholders of the offeree and persons with information rights.

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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—hostile offer—before 5 July 2021 [Archived]

Timetable—hostile offer—before 5 July 2021 [Archived] This archived timetable covers the key steps on a hostile 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—recommended offer—before 5 July 2021 • Timetable—recommended offer • Timetable—hostile offer • Timetable—scheme of arrangement 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 the Code. Appendix D to...

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Amendments to the Takeover Code (September 2011) [Archived]

Amendments to the Takeover Code (September 2011) [Archived] This Practice Note summarises the important amendments made to the City Code on Takeovers and Mergers (Code) in September 2011. The changes were principally intended to reduce the tactical advantages which some hostile (unrecommended) offerors were felt to have, and to improve the bid process by taking more account of those (other than offeree shareholders) who may be affected by the takeover, such as employees. This Practice Note focuses on the key changes made to the Code in September 2011. It does not discuss or consider any subsequent amendments to the Code. Important amendments were made to Code with effect from Monday, 19 September 2011 (Implementation Date). Implementation of these changes, involving the publication of a revised edition of the Code (the tenth edition), followed an extensive consultation exercise instigated by The Panel on Takeovers and Mergers (Panel) in response to concerns raised as to the way in which the Code had been operating. These concerns were given public expression as...

Schemes of arrangement—application of the Takeover Code

Schemes of arrangement—application of the Takeover Code The City Code on Takeovers and Mergers (Code) was originally drafted without specific reference to schemes of arrangement, the Takeover Panel (Panel) applying the Code to schemes as and when particular issues arose. The increasing use of schemes in takeovers, amongst other things, led to the adoption in 2007 of Appendix 7 to the Code, which: • applies the Code as a whole to schemes of arrangement • disapplies those provisions of the Code which are not relevant to schemes, eg provisions relating to: ◦ acceptances and rights of withdrawal ◦ certain timing rules ◦ certain aspects of offer revision • makes specific rules on timing and announcement requirements, based around the dates for posting the scheme circular, the court meeting for shareholders and the court hearing • amends a number of Notes to particular Code Rules clarifying their application to schemes Definitions and expressions in the Code A number of provisions of the Code use terminology which is specific...

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Director’s power of attorney—takeover

Director’s power of attorney—takeover 1 By this power of attorney made on [insert date] I, [insert name of director] of [insert address of director], being a director of [insert company name] (incorporated in [England and Wales] under registered number [insert company number]) (the Company) appoint each other director of the Company severally to be my true and lawful attorney (each an Attorney) to do all acts, deeds and things and to negotiate, approve, agree to, sign, execute and deliver all deeds, contracts, agreements, documents, undertakings and assurances on my behalf and in my name or in the Attorney's name which, in my personal capacity or my capacity as a director of the Company [or any of its subsidiaries (as appropriate)], may be necessary, required or which the board of directors of the Company or any committee thereof (the Board) may consider desirable for or in connection with: 1.1 the proposed offer to be made by the Company for [all] the issued [and...

List of documents—takeover by way of offer

List of documents—takeover by way of offer 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. 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, 808Note 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 for directors on...

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