List of documents—takeover by way of scheme of arrangement
Published by a LexisNexis Corporate expert
PrecedentsList of documents—takeover by way of scheme of arrangement
Published by a LexisNexis Corporate expert
PrecedentsExcept as noted, all documents will be in the List of documents for both offeror and offeree.
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 title | Code/statutory reference (where relevant) | Responsibility |
A. | Preliminary documents | ||
1. | List of documents | OfferEE/OFFEROR | |
2. | Scheme timetable | OfferEE/OFFEROR | |
3. | List of parties | OfferEE/OFFEROR | |
4. | Financial adviser’s letter to clients re: secrecy etc | Rule 2.1(b) | FINANCIAL ADVISER |
5. | Due diligence checklist | OFFEROR 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 etc | CA 2006, ss 114 and 808Note 3 on Rule 10.1 | OFFEROR |
7. | Request for information concerning share interests | CA 2006, s 793 | OFFEREE/OFFEROR |
8. | Request for information supplied to competing offeror (if appropriate) | Rule 21.3 | OFFEROR |
9. | Memorandum for directors on legal, Code and other responsibilities | Rules 2.1(b) and 19.1 | OFFEROR/OFFEREE |
10. | Any guidelines for interviews, publicity etc (perhaps included in Memorandum for directors above) | OfferEE/OFFEROR | |
11. | Directors’ responsibility statements | Rule 19.2 | OFFEROR/OFFEREE |
12. | Directors’ powers of attorney | OFFEROR/OFFEREE | |
13. | Opening Disclosure Statements for all relevant persons, and preparations for subsequent Dealings |
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