List of documents—takeover by way of scheme of arrangement
List of documents—takeover by way of scheme of arrangement

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

  • List of documents—takeover by way of scheme of arrangement

Except as noted, all documents will be in the list of documents for both offeror and offeree.

It is assumed for the purpose of this list of documents that the offer will be recommended and that the offeree board’s circular will be incorporated into the scheme document.

References to the ‘Code’ are to The City Code on Takeovers and Mergers and 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 documents
2.Scheme timetable
3.List of parties
4.Financial adviser’s letter to clients re: secrecy etcRule 2.1(b)FINANCIAL ADVISERS
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
OFFEROR
7.Request for information concerning share interestsCA 2006, s 793OFFEROR
8.Request for information supplied to competing bidder (if appropriate)Rule 21.3OFFEROR
9.Memorandum for directors on legal, Code and other responsibilitiesRules 2.1(b) and 19.1OFFEROR AND OFFEREE
10.Any guidelines for interviews, publicity etc (perhaps included in Memorandum for directors above)
11.Directors’ responsibility statementsRule 19.2OFFEROR AND OFFEREE
12.Directors’ powers of attorneyOFFEROR AND OFFEREE
13.Opening Disclosure Statements for all relevant persons, and preparations for subsequent Dealings DisclosuresRule 8
14.Website notification, if requiredRule 30.2
15.Engagement letter with financial advisersOFFEROR AND OFFEREE/FINANCIAL ADVISERS
16.Engagement letter with lawyersOFFEROR AND OFFEREE/LAWYERS
17.Engagement letter with reporting accountantsOFFEROR OR OFFEREE
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