Offeror and offeree documents
Offeror and offeree documents

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

  • Offeror and offeree documents
  • Brexit impact
  • Sources of regulation
  • Responsibility for documents
  • Announcements
  • Offer/scheme documents
  • Contents of the offer/scheme document
  • Intentions of offeror with regard to offeree business, employees and pension scheme(s)
  • Financial and other information
  • Other information
  • More...

Offeror and offeree documents

The number and type of documents sent to shareholders during the course of a takeover will depend significantly on its nature and circumstances, particularly whether:

  1. the consideration is cash, securities, or some combination of these

  2. it is recommended by the offeree board, contested or hostile, and/or whether it is competing with another offer

  3. it is structured as a takeover offer or a scheme of arrangement (for further details, see Practice Note: Schemes of arrangement—advantages and disadvantages)

  4. it is a voluntary, mandatory or partial offer (for further details, see Practice Notes: Voluntary and partial offers and Mandatory offers)

Where a takeover is structured as an offer, the documentation will comprise at least a form of offer document and a response from the offeree board (which in the case of a recommended offer would usually be combined). On a scheme of arrangement, the principal document will be the scheme document. Beyond this any number of different documents may be necessary or appropriate, the publication of which will need to be synchronised with announcement and timetabling requirements. For further details, see Practice Notes: Announcements, The offer timetable—before 5 July 2021 and The offer timetable—from 5 July 2021.

Brexit impact

The operation of the UK takeover regime has been affected by Brexit. For the purposes of this Practice Note, the key changes relate to:

  1. amending the Code to

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