A surprise technique employed by a potential offeror, particularly in a hostile context, to acquire a significant stake in an offeree as soon as the market opens for the day, enabling the raider to build a substantial position before the offeree is aware of the takeover attempt.

1 What is a dawn raid? A dawn raid is an unexpected visit by the police and/or investigators from another prosecution body to search premises when they suspect a company or individual has been involved in criminal activity. Investigators typically arrive unannounced first thing in the morning (hence 'dawn' raids) and are always meant to be unexpected to secure and preserve evidence. Investigators often take an aggressive approach, meaning the company must respond quickly and effectively to ensure it complies with its obligations and prevents disruption to the day-to-day running of the business. 2 Where do the investigators come from? In the UK, dawn raids may be executed by a number of authorities, including (but not limited to): 2.1 the Information Commissioner’s Office (ICO); 2.2 the police; 2.3 Financial Conduct Authority (FCA); 2.4 Serious Fraud Office (SFO); 2.5 HM Revenue & Customs (HMRC); 2.6 Competition and Markets Authority (CMA); and 2.7 Health and Safety Executive (HSE). 3 What is the purpose of a dawn raid? The purpose of a dawn raid is to gather evidence (for possible later criminal prosecution) in a way that leaves little scope for anybody to either tamper

This Precedent Dawn raid Flowchart guides the IT director (or other designated IT representative) through the IT issues during and after a raid. It is intended to be issued to the Response Team Leaders in advance of a dawn raid occurring, but realistically is likely only to be used as a reference as and when a raid actually happens. Note 1 As directed by investigators/Response Team Leader(s), you and your team may need to: • temporarily shut down servers

In the event of a dawn raid, it may be necessary to issue a public statement or respond to press. This Flowchart guides the PR Director (or

This Precedent Dawn raid Flowchart guides your [Reception AND/OR Security] team[s] through handling a dawn raid. It is intended to be issued in

Note 1 [Lawyers AND/OR Compliance team members] should be present for the entirety of the investigation. If this is not possible, ensure a live phone connection is in place. Note 2 Consider the following when reviewing the warrant: • who is the authorised regulator? • are

Title Name Contact details Responsibilities [Reception AND/OR Security] [Insert name] [Insert contact details] Greet investigators.Request and copy the warrant/decision notice and investigators’ IDs.Show investigators to a secure meeting room.Contact Response Team Leaders.Arrange secure meeting room for Response Team. Response

1 Introduction 1.1 A dawn raid can be carried out on any business, big or small, so every business must be mindful of the possibility of a raid. 1.2 What is a dawn raid? 1.2.1 A dawn raid is an unexpected visit by the police and/or investigators from another prosecution body to search premises and gather evidence when they suspect that the business or an individual has been involved in criminal activity. 1.2.2 During a dawn raid investigators may: (a) search paper and electronic records (b) review and seize documents, electronic files and equipment, and (c) interview employees 1.3 Who can carry out a dawn raid? The number of prosecutors/regulators with power to carry out a dawn raid has increased in recent years. Law Enforcement Agencies which can carry out dawn raids include (but are not limited to) the Serious Fraud Office, the Financial Conduct Authority, the police, the Health and Safety Executive, the Competition and Markets Authority and HM Revenue and Customs. 1.4 Failure to co-operate with investigators Failure to co-operate with investigators during a dawn raid can result in

This Practice Note provides summaries of and links to different dawn raid resources that contain information on handling a dawn raid. Precedent Summary Dawn raid—dos and don'ts This Precedent is intended to provide general guidance as to the actions your staff should and should not take in the event of a dawn raid. The list is not exhaustive. A dawn raid can be carried out on any business, no matter how big or small, and every business must therefore be mindful of the possibility of a raid—this includes educating staff on how they should respond. Dawn raid—action plan This Precedent sets out the steps you can take in the event of a dawn raid, and the key

This Dawn raid—checklist is designed to help you determine whether you have the systems in place to help you handle a dawn raid. It contains recommended actions and signposts relevant content you may find helpful in navigating a dawn raid response. There is a section for you to mark whether you have completed each requirement or action and also a section to insert comments or note action points. It should be used in conjunction with Practice Note: How to deal with a dawn raid.

This dos and don’ts guide is intended to provide general guidance as to the actions you should and should not take in the event of a dawn raid. The list is not exhaustive. A dawn raid can be carried out on any business, no matter how big or small, so we must all be mindful of the possibility of a raid and how to respond. Do Do not Notify Dawn Raid Response Team, if not already

To: [All staff in [insert] office] From: Response Team Leader RE: Regulatory investigation—prompt attention required Privileged and confidential Dear All Investigators from [insert] [are OR will be] on site beginning today to carry out an investigation. [Insert organisation name] takes its legal obligations seriously and will co-operate with the investigators and respond to their requests in accordance with[ our [Dawn raid action plan]]. A ‘dawn raid’ occurs when representatives from a regulator come to our premises unannounced to gather evidence for an investigation. Failure to co-operate with the investigation or obstructing the investigators will expose [insert organisation’s name] and individuals to the risk of sanctions. More information is set out in our [Dawn raid