Acting in concert meaning

This Checklist is for the offeror and its advisers, outlining preliminary actions and considerations ahead of announcing an offer and issuing the offer/scheme document. It addresses preparation, bid planning, due diligence, announcements and other connected matters. This is not a complete Checklist; what is required will turn on the precise features of the transaction. Any references to Rules are to the rules of the City Code on Takeovers and Mergers (the Code). Preparatory steps Appoint principal advisers (financial adviser, legal adviser, brokers, public relations consultants, etc). Prior to a bid—the offeror Hold the offeror’s initial board meeting. Constitute a capable offer committee with appropriate delegated authority from the board. Confirm there are no regulatory or commercial conflicts of interest. Identify all concert parties (and affiliated persons). Acting in concert Ensure all participants understand the secrecy requirements: financial advisers should, at the very start of discussions, alert clients to the critical importance of confidentiality...

Produced with input from Rebecca Cousin of Slaughter and May on market practice. This Practice Note succinctly outlines the relevant rules and guidance concerning parties who are, or are deemed likely to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular, the note reviews the various relationships that may amount to acting in concert, the importance of concert parties for Rule 9 of the Code, and the disclosures required in connection with stakebuilding. Stakebuilding is not prohibited by the Code, but can carry significant implications. The effects of membership of a concert party will typically be engaged under Rules 4 (Restrictions on dealings), 5 (Timing restrictions on acquisitions), 6 (Acquisitions resulting in an obligation to offer a minimum level of consideration), 8 (Disclosure of dealings and positions), 9 (The Mandatory offer and its terms) and 11 (Nature of consideration to be offered) when any of the relevant parties acquires shares...

Rule 37—Setting the scene This Resource Note summarises the core features of Rule 37 of the City Code on Takeovers and Mergers (Code). It concerns company share repurchases, companies with dual class share arrangements and the enfranchisement of a company’s non‑voting shares, and the situations in which such structures or arrangements could trigger a mandatory offer under Rule 9 of the Code. It also flags relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), together with Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 37. Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day conduct of takeover supervision and regulation) (Executive) giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee Annual Reports published by...

This Practice Note examines the law and practice on giving irrevocable commitments or undertakings or letters of intent in the context of a public company takeover (whether by way of contractual offer or scheme of arrangement) as governed by the City Code on Takeovers and Mergers (Code). It explores the legal and practical aspects of obtaining irrevocable commitments or undertakings and letters of intent in public company takeovers—whether via a contractual offer or a scheme of arrangement—under the City Code on Takeovers and Mergers (the Code). It contrasts irrevocables with letters of intent and the main reasons to prefer one over the other. Bidders typically seek irrevocable undertakings to accept from major target shareholders just before a Rule 2.7 firm intention announcement, to gain comfort that the bid will succeed. Such commitments let the offeror show substantial support on announcement and may help secure a recommendation from the offeree board. Letters of intent are often used instead. Institutional shareholders often avoid binding themselves to one bidder, as policy or...

PART [ Seven ] ADDITIONAL INFORMATION 1 Responsibility 1.1 The [ Offeree ] Directors, whose names are set out in paragraph 2.1 below, accept responsibility for the information in this document, save for the information for which others take responsibility pursuant to paragraph [ s ] [ 1.2 and ] 1.3 below. To the best of the knowledge and belief of the [ Offeree ] Directors (who have taken all reasonable care to ensure this), the information in this document for which they are responsible accords with the facts and does not omit anything likely to affect the import of that information. 1.2 [ The [ Offeror Parent ] Directors whose names are set out in paragraph 2.2 below accept responsibility for the information in this document relating to [ Offeror Parent ], the [ Wider ] [ Offeror ] Group (including [ Offeror ]), the [ Offeror Parent ] Directors, the [ Offeror ] Directors and their respective close relatives, related trusts and connected persons, and...

Part 2 Additional information 1 Responsibility The Directors each assume responsibility for the information set out in this document, save that, in relation to information concerning the Offeror, any connected person and any persons acting in concert with the Offeror, the only responsibility accepted by the Directors has been to ensure that such material has been accurately compiled from published sources and is properly and fairly reproduced and presented. Subject to the foregoing, the Directors confirm that, to the best of their knowledge and belief (having taken all reasonable care to ensure this is so), the information in this document for which they are responsible is consistent with the facts and, where appropriate, does not omit anything likely to affect the significance of such information. 2 Company information The Company is a public company limited by shares, incorporated in [ England and Wales ] with registered number [ insert number ]. The Company’s registered office is at [ insert offeree’s registered office address ] [ and...