Takeovers—glossary of terms

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

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Takeovers—glossary of terms

References in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers (Code) and references to the CA 2006 are to the Companies Act 2006.

Glossary terms which are defined in the Definitions section at the beginning of the Code are marked '(Code definition)'.


Acceleration statement
(Code definition)
An acceleration statement is a statement in which an offeror brings forward the latest date by which all of the conditions to the offer must be satisfied or waived. See Practice Note: Offer tactics—revisions, extensions, acceleration statements and alternative offers—Acceleration statements and acceptance conditional invocation notices.
Acceptance conditionA condition to an offer as to the minimum level of acceptances of an offer below which the offeror may decline to proceed with the offer.
Rule 10.1 requires any offer for voting equity share capital or for other transferable securities carrying voting rights to include an acceptance condition that is not capable of being satisfied unless the offeror has acquired or agreed to acquire (either pursuant to the offer or otherwise) shares carrying over 50% of the voting rights. See Practice Note: Conditions and terms to an offer—The acceptance condition and Precedent Offer document—conditions of the Offer (Appendix 1A).
Rule 9.3 requires that a mandatory offer must be conditional only on acceptances being received which,

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