Prior to a bid—the offeror
Prior to a bid—the offeror

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

  • Prior to a bid—the offeror
  • Background
  • Brexit impact
  • Bid team
  • Preliminary considerations
  • Financial advisers
  • Concert parties
  • Secrecy
  • Announcements and the 'put up or shut up’ regime
  • Cash confirmation and ability to implement the offer
  • more

Produced with input from Rebecca Cousin of Slaughter and May on market practice.

Background

Public company takeovers in the UK are highly regulated transactions and careful planning is key to the success of any takeover transaction. This Practice Note looks at the issues to be considered by an offeror when planning a takeover, including the importance of secrecy prior to an announcement of an offer, the situations in which an announcement is required and the implications of making an announcement. It describes the role of the key advisers, different structures used on takeovers, financing issues, anti-trust and other regulatory considerations such as the limitations on being able to enter into offer-related arrangements and special deals with shareholders.

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.

Bid team

An appropriate team of advisers will need to be appointed at the outset. The City Code on Takeovers and Mergers (Code), requires that discussions be limited to a very restricted number of people before the announcement of a possible offer, which, without the consent of the Panel, is six. Therefore initially the external advisers are likely to be limited to the financial adviser, lawyers, brokers and accountants.

To ensure that the offeror may respond