Conditions and further terms to scheme of arrangement
Conditions and further terms to scheme of arrangement

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

  • Conditions and further terms to scheme of arrangement

Conditions and further terms to scheme of arrangement

Brexit impact: The operation of the UK takeover regime has been affected by Brexit. For the purposes of this Precedent, the principal change is that following the end of the Brexit implementation period, there is no longer the possibility of the European Commission (Commission) referring a matter back to the Competition and Markets Authority (CMA) pursuant to Article 9.1 of the EU Merger Regulation, as previously contemplated by Rules 12.1(b) and 12.1(c) of the Code.

For further details on these and other changes impacted by Brexit, see Practice Note: Brexit—UK takeover regime.

Further changes to the Code

In March 2021 the Takeover Panel confirmed that it would be proceeding with amendments to the Code, which includes substantial changes to the treatment of offer conditions under the Code. For the purposes of this Precedent, the key change is removing the requirement for an offer to lapse if, before a particular date, a phase 2 CMA reference is made or phase II Commission proceedings are initiated (this forms part of wider changes to align the treatment of CMA and Commission regulatory clearances with authorisations and clearances required from other regulatory bodies).

The amended Code applies in relation to all firm offers announced on or after 5 July 2021 (implementation date), except where to do so would give the amendments retroactive effect. Any

Popular documents