Dealings in shares—prior to and during an offer
Dealings in shares—prior to and during an offer

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

  • Dealings in shares—prior to and during an offer
  • Brexit impact
  • Dealing in shares and related interests
  • Regulatory environment
  • Impact of Code provisions on permitted dealings
  • Restrictions on dealings under the Code
  • Dealings by connected discretionary fund managers and principal traders
  • Unlawful or prohibited dealings
  • Share support operations

Brexit impact

The operation of the UK takeovers regime may be affected by Brexit. For the purposes of this note, the principal change relates to the companies to which the disclosure requirements under DTR 5 apply (for further details, see Practice Note: Disclosure of interests and dealings in shares prior to and during a takeover—Disclosure Guidance and Transparency Rules—DTR 5).

For further details of the impact of Brexit on the UK takeover regime generally, see Practice Note: Brexit—UK takeover regime.

Dealing in shares and related interests

Dealings in shares and related interests in the offeree and any offeror or potential offeror, both prior to and during an offer, can be of material significance in a public takeover transaction, with both sides seeking to obtain tactical or strategic advantage through the accumulation (or disposal) of holdings. This may be particularly relevant in contested takeovers, or where the offeror wishes to obtain the offeree board’s recommendation to a takeover. All dealings in securities relating to a takeover bid, whether before, during or after an offer period, are potentially subject to legal and regulatory restrictions which may limit or prohibit any such dealing.

The restrictions on dealing in shares and related interests are numerous and complex. Potential offerors should familiarise themselves with the different but overlapping regulatory regimes which govern such