Asset valuations on takeover transactions
Asset valuations on takeover transactions

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Asset valuations on takeover transactions
  • Brexit impact
  • Background
  • Valuations to which Rule 29 applies
  • Type of assets
  • Net assets and adjusted net asset values
  • Requirement for a valuation report
  • Content of valuation report
  • Commenting on another party’s assets or valuation

Brexit impact

The operation of the UK takeover regime may be affected by Brexit, although none of the government’s or Takeover Panel’s proposals directly impact the Takeover Code requirements relating to asset valuations.

For further details, see Practice Note: Brexit—UK takeover regime.

Background

Sometimes a party to a takeover transaction may wish to publish an asset valuation during an offer period or a party may have a valuation on record. The Takeover Code (Code) recognises that shareholders may rely on these valuation figures in deciding whether to accept or reject an offer and Rule 29 of the Code regulates how such asset valuations are treated during the course of a takeover transaction.

Following its October 2018 consultation, the Takeover Panel (Panel) published a revised version of the Code on 1 April 2019 which included changes to Rule 29. The changes were intended to more accurately reflect the Panel’s practice and provide a more logical framework for the asset valuation regime. For further details on the changes, see News Analysis: Takeover Panel seeks to provide clarity on treatment of asset valuations and LNB News 06/03/2019 109.

Valuations to which Rule 29 applies

Rule 29 applies to an asset valuation published by an offeree or a securities exchange offeror:

  1. during the offer period

  2. in the 12 months prior to the commencement