Preliminary issues for an offeree to consider following an approach
Preliminary issues for an offeree to consider following an approach

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

  • Preliminary issues for an offeree to consider following an approach
  • Brexit impact
  • Initial approach from the offeror
  • Initial board meeting
  • Secrecy
  • Dealing restrictions
  • Announcements
  • Offeree board decision to recommend or not recommend
  • Giving of irrevocable undertakings by directors
  • Engagement with shareholders, media and analysts
  • more

This Practice Note, produced with input from Rebecca Cousin of Slaughter and May on market practice, considers the preliminary issues an offeree will need to consider following an approach by a potential offeror. It discusses the requirement for secrecy prior to the announcement of an offer or possible offer, the announcement obligations from an offeree's perspective, the decision whether to recommend the offer and the negotiation of the offer terms.

For a discussion of the preparatory steps that a quoted company may consider taking prior to an approach, see Practice Note: Prior to an approach—the offeree.

Brexit impact

The operation of the UK takeovers regime may be affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK takeover regime.

Initial approach from the offeror

The recipient of the initial takeover approach should be in ‘listening’ mode when they first receive the approach, and should avoid providing any response that suggests their view of the proposal and also avoid starting negotiations. If a board member other than the chair, deputy chair or CEO receives a call regarding an offer, it is advisable for that board member to refer the offeror to the chair and to end the conversation.

Initial board meeting

Once an approach has been made (or where the offeree suspects or knows that an offer