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Cash confirmation meaning

What does Cash confirmation mean?
In public takeovers, a cash confirmation is the statement that an independent third party has verified the bidder has sufficient cash to pay all shareholders if the cash offer (or any cash element) is fully accepted. Under the UK Takeover Code, this appears in the Rule 2.7 firm intention announcement and in the offer document (rules 2.7(d) and 24.8). It is normally given by the offeror’s financial adviser, who must be satisfied, after due enquiry, that resources are available, and assumes responsibility to the UK Takeover Panel. This is a Code-based requirement (not a statutory or case‑law definition) designed to ensure funding certainty; financing conditions are generally not permitted. The confirmation must cover the whole offer and any potential increase, and inaccurate confirmations risk Panel censure and adviser liability. Practice is consistent across England & Wales, Scotland and Northern Ireland. In Ireland, the Irish Takeover Rules require an equivalent confirmation (typically in the Rule 2.5 firm intention announcement and offer document), usually given by the bidder’s financial adviser, with responsibility to the Irish Takeover Panel. The purpose and effect are substantively aligned across the UK and Ireland.
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View the related Practice Notes about Cash confirmation

PRACTICE NOTES
EU CSDR Settlement Discipline: Reporting, Allocation/Confirmation, Cash Penalties, Conditional Buy-ins, Refit Amendments, Scope Exclusions and Implementation Timeline

This FLASHCARD aids you in taking in or recalling the key points on the EU CSDR settlement discipline regime, covering, in particular, reporting, allocation and confirmation requirements as well as the mandatory buy-in and cash penalty procedures in scope. What is the EU CSDR settlement discipline regime? The settlement discipline regime under the EU CSDR (Regulation (EU) 909/2014) is a suite of measures intended to prevent settlement fails and to deal with them when they do occur. The measures set out below include: central securities depositories (CSDs) reporting settlement fails to the competent authorities investment firms obliging their professional clients to supply, on the business day the trade is concluded (or, for late trading, or where time zones differ by over two hours, by 12.00 CET on the following business day), an allocation of securities or cash to the trade, specifying the accounts to be credited or debited, together with confirmation that they agree the terms of the transaction cash penalties applied...

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PRACTICE NOTES
Cash-Settled CDS under ISDA: Structure, Credit Event Notices, Valuation and Settlement Mechanics

Step-by-step guide A protection buyer (party A) and a protection seller (party B) execute an ISDA Master Agreement, the accompanying Schedule, and a confirmation document with one another to document a CDS contract. The contract explicitly names a specific reference entity. Within the confirmation, both parties state that, if a credit event occurs for that reference entity, the deal will be cash settled. Party A undertakes to pay party B a fixed fee or premium—this may...

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PRACTICE NOTES
Cash confirmation and certainty of funds under the City Code on Takeovers and Mergers: rules, financing pre-conditions, certain funds period, and adviser responsibilities

A core tenet of the City Code on Takeovers and Mergers (the Code) is that an offeror should declare a firm intention to make an offer only after thorough and responsible deliberation, and only where it has strong grounds to believe it can, and will continue to, implement the offer, including ensuring it can fulfil in full any cash consideration (the ‘certain funds’ or ‘certainty of funds’ concept). Under Rules 2.7(d) and 24.8, if an offer is made in cash or contains a cash element, both the announcement and the offer document must include confirmation from an appropriate third party—usually the offeror’s financial adviser—that resources are available to the offeror sufficient to satisfy full acceptance of the offer (a ‘cash confirmation’). This Practice Note reviews the certain funds principle and the related cash confirmation obligations in the Code, and considers a range of issues for the offeror and its financial adviser when addressing these requirements and other matters relevant to bid financing arrangements, including financing conditions and pre-conditions,...

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View the related Precedents about Cash confirmation

PRECEDENTS
Precedent letter to EBT trustees: notice of vesting/exercise of awards and request to satisfy in shares/cash; optional funding (contribution/loan) and share purchase/subscription; trustee confirmation

[ insert full name of Trustee ], acting as trustee of the [ insert full name of the employee benefit trust ] [ insert full address of Trustee ] [ insert date of letter ] Dear trustee(s) [ insert name of the employee benefit trust ] ( the EBT ) We write to you in your role as trustee of the EBT ( Trustee )...

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PRECEDENTS
UK Takeover Code offer document: Appendix—Additional information and disclosures (directors, interests/dealings, financing and cash confirmation, share schemes, service contracts, irrevocable undertakings, tax, material contracts, fees, documents on display)

APPENDIX [ 4 ] ADDITIONAL INFORMATION 1 Responsibility 1.1 The [ Offeror ] Directors, identified in paragraph 2.1 below, accept responsibility for the information set out in this document, with the exception of the matters described below: (a) the information relating to [ Offeree ], the [ Offeree ] Directors, their close relatives, related trusts and connected persons [ and OR , ] (b) the [ Offeree ] Directors’ recommendations and opinions concerning the Offer as contained in Part I of this document [ and (c) the information relating to the [ Offeror Parent ], the [ Offeror Parent ] Directors, their close relatives, related trusts and connected persons, ] To the best of the knowledge and belief of the [ Offeror ] Directors (who have taken all reasonable care to ensure that this is the case), the information included in this document for which they are responsible accords with the facts and does not omit anything likely to affect the...

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