List of documents—takeover by way of offer
List of documents—takeover by way of offer

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

  • List of documents—takeover by way of offer

References to the ‘Code’ are to The City Code on Takeovers and Mergersand references to the ‘CA 2006’ are to the Companies Act 2006.

No.Document titleCode/statutory reference (where relevant)Responsibility
A.Preliminary documents
1.List of documentsOfferEE/OFFEROR
2.Offer timetableOfferEE/OFFEROR
3.List of partiesOfferEE/OFFEROR
4.Financial adviser’s letter to clients re: secrecy etcRule 2.1(b)FINANCIAL ADVISER
5.Due diligence checklistOfferor and (if appropriate) offeree
6.Request to search offeree share register and register of interests, and for other information concerning offeree share capital, shareholders and option holders etcCA 2006, ss 114 and 808
Note 3 to Rule 10
7.Request for information concerning share interestsCA 2006, s 793Offeree
8.Request for information supplied to competing offeror (if appropriate)Rule 21.3Offeror
9.Memorandum for directors on legal, Code and other responsibilitiesOfferEE/OFFEROR
10.Any guidelines for interviews, publicity etc (perhaps included in Memorandum for directors above)OfferEE/OFFEROR
11.Directors’ responsibility statementsRule 19.2OfferEE/OFFEROR
12.Directors’ powers of attorneyOfferEE/OFFEROR
13.Opening Disclosure Statements for all relevant persons, and preparations for subsequent Dealings DisclosuresRule 8all parties
14.Website notification, if requiredRule 30.2OfferEE/OFFEROR (as appropriate)
15.Engagement letter with financial advisersOfferEE/OFFEROR
16.Engagement letter with lawyersOfferEE/OFFEROR
17.Engagement letter with reporting accountantsOfferEE/OFFEROR (as appropriate)
18.Engagement letter with valuers (if any)OfferEE/OFFEROR (as appropriate)
19.Engagement letter with brokersOfferee and (if securities exchange offer) offeror
20.Engagement letter with receiving agentsOfferor
21.Engagement letter with public relations consultantsOfferEE/OFFEROR (as appropriate)
22.Engagement letter with printersOfferEE/OFFEROR (as appropriate)
23.Irrevocable undertakings (if any),
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