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Cash offer meaning

What does Cash offer mean?
In public takeovers, a cash offer is a bid in which target shareholders are offered cash for their shares (rather than securities or a mix). The term is used in, and regulated by, the UK Takeover Code and the Irish Takeover Rules (not statute), and is standard across England & Wales, Scotland, Northern Ireland and Ireland. Key features and triggers: - Rule 11.1 (UK Takeover Code): if the offeror or any concert party has acquired, for cash, interests in offeree shares carrying 10% or more of the voting rights during the offer period or within the preceding 12 months, the offer must be in cash or include a cash alternative, at not less than the highest price paid in that period. - Rule 9 (mandatory offer): a Rule 9 offer must be in cash, or accompanied by a cash alternative, at not less than the highest price paid by the offeror or any concert party in the relevant period. - Equivalent principles apply under the Irish Takeover Rules, with broadly aligned thresholds and pricing protections. Practically, a cash offer provides liquidity and price certainty, and requires “cash confirmation” from a financial adviser that sufficient resources are available to satisfy the consideration.
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NEWS
Forthcoming UK Anti‑Money Laundering and Counter‑Terrorist Financing Risk Review: sanctions evasion, cryptoassets, cash‑intensive businesses and the art market—what lawyers should expect

The government plans to issue the next assessment of the UK’s money laundering and terrorist financing threats before year-end. It may offer a revealing snapshot of the present landscape. Under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017, HM Treasury and the Home Office must produce periodic joint reports on the money laundering and terrorist financing dangers within the UK. No fixed timetable governs compilation or release, yet both departments are obliged to keep their assessment of risk current. The most recent edition appeared in 2020. At that time, increasing reliance on cash-intensive enterprises to conceal the proceeds of crime was highlighted as a concern, together with the emerging issue of cryptocurrencies being used for money laundering. There is no set calendar for their production and publication; however, both institutions must ensure their evaluation is maintained, relevant and current for the UK’s circumstances...

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NEWS
UK and EU financial services: regulatory developments, enforcement actions and key dates—weekly update (30 May 2024)

In this issue: Brexit UK, EU and global regulators and organisations Accountability, culture and societal governance Operational resilience Financial crime and sanctions Complaints, redress and claims handling Investigations, enforcement and disciplinary action Capital markets regulation Derivatives regulation Sustainable finance and ESG Banks and mutuals Investment funds and asset management Insurance regulation FSMA‑regulated pensions activity Payment services and systems Financial Services Enforcement Database Daily and weekly news alerts Intra-day news alerts New and updated content Dates for your diary Brexit Retained EU Law (Revocation and Reform) Act 2023 (Commencement No 2 and Saving Provisions) Regulations 2024 SI 2024/714: These Regulations exercise the legislative powers conferred by the Retained EU Law (Revocation and Reform) Act 2023 (REUL(RR)A 2023) in connection with assimilated law. They bring into effect REUL(RR)A 2023, s 6 (role of the courts) from 1 October 2024. See: LNB News 29/05/2024 2...

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NEWS
UK, EU and international financial services weekly regulatory round-up: 7 November 2024 – prudential, operational resilience, sanctions, consumer protection, enforcement, markets/MiFID II, insurance, funds, payments, crypto, AI and ESG

In this issue: UK, EU and international regulators and bodies Prudential requirements Operational resilience Financial crime and sanctions Consumer protection Investigations, enforcement and discipline Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management UK MiFID II Regulation of insurance FSMA 2023 FSMA regulated pensions activity Payment services and systems Fintech and cryptoassets Regulation of AI in FS LexTalk®Financial Services: a Lexis®Nexis community Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary UK, EU and international regulators and bodies The Financial Conduct Authority has issued Handbook Notice No 123, setting out amendments to the FCA Handbook agreed by the FCA Board on 29 and 31 October 2024. See: LNB News 01/11/2024 44. The FCA has also published replies to questions not addressed during its...

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View the related Practice Notes about Cash offer

PRACTICE NOTES
Pension drawdown (flexi-access and grandfathered capped) from 6 April 2015: scheme powers, tax allowances post-2024, death benefits, reporting, member issues and FCA rules

THIS PRACTICE NOTE APPLIES TO MONEY PURCHASE ARRANGEMENTS FROM 6 APRIL 2015 From 6 April 2015, new pension flexibilities expanded the retirement choices for DC members and others with ‘flexible benefits’ (in essence, money purchase and/or cash balance entitlements). As part of those reforms, drawdown became more broadly accessible. For background on the changes implemented on 6 April 2015, see Practice Note: Pension freedoms—an introduction [Archived]. This Practice Note concentrates on the legal framework for drawdown arrangements set up on and after 6 April 2015. It also addresses how pre-April 2015 drawdown is treated from that date. For the rules governing drawdown before 6 April 2015, see Practice Note: Drawdown between 6 April 2011 and 5 April 2015 [Archived]. What is drawdown? The label ‘drawdown pension’ (often called ‘flexible income’) replaced ‘unsecured pension’ and ‘alternatively secured pension’ used up to 5 April 2011. Drawdown pension describes the method of paying benefits that allows members to set their own yearly income from a pension arrangement...

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PRACTICE NOTES
Offering client inducements: SRA requirements, personal injury ban, publicity, client care, conflicts and Bribery Act guidance (England and Wales)

In some parts of the legal market, lawyers may offer incentives to persuade prospective clients to instruct the firm. Examples of inducements include: a cash advance to be set off against sums recovered by the client in the matter a free, non-returnable iPad or other device Personal injury matters You must not offer another person an inducement to bring a claim in civil proceedings for: damages for personal injury or death, or damages arising out of circumstances involving personal injury The prohibition extends to inducements that are intended, or likely, to encourage someone to make a claim or to seek advice from a regulated person (e.g. a law firm) with a view to pursuing a claim. It applies regardless of how the offer is presented, whether it is conditional, the timing of any offer, and even where the benefit would be received by a third party...

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PRACTICE NOTES
Law Firm Valuation: Discounted Economic Income Model with EBITDA, Risk-Adjusted Discount and Capitalisation Rates, Terminal Value and Worked Example

This Practice Note examines methods for valuing law firms and sets out the elements most prone to shape that assessment. Although several conventional approaches exist, it offers a worked illustration of an earnings-led valuation (discounted economic income). Investors commonly adopt this approach when pricing a company and, therefore, it is a vital computation to undertake before starting any talks. The outcome might be below your expectations, yet it provides a window into the sum an investor or acquirer could be prepared to offer. The discounted economic value model In brief, this model projects a firm’s future net cash profits and discounts them to today’s value. By applying an appropriate discount rate, it seeks to reflect the spectrum of risks the business encounters in generating that earnings flow over time. The exercise, therefore, converts anticipated cash returns across multiple years into a single current figure that recognises uncertainty, timing, and sustainability in the delivery of the net income stream...

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PRECEDENTS
Template offer document for a recommended cash takeover under the UK Takeover Code—front-end, acceptance procedures and appendices

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the Offer or what steps to take, you should obtain immediately your own personal, independent financial advice from your stockbroker, bank manager, solicitor, accountant or another independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if you do not, from a suitably and appropriately duly authorised independent financial adviser. If you have sold, sell or otherwise transferred all of your Shares (other than pursuant to the Offer), please promptly forward this document together with any accompanying materials (but not any personalised Form of Acceptance) to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was arranged, for onward delivery to the purchaser or transferee. Nevertheless, do not distribute, forward or transmit these documents in or into any jurisdiction where doing so would breach, contravene or otherwise infringe the relevant...

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PRECEDENTS
UK Takeover Code precedent announcement: offer unconditional, acceptances, procedure, settlement, cancellation of listing, compulsory acquisition and disclosure obligations

Not for publication, release or dissemination (whether in whole or in part, directly or indirectly) in, into or from any jurisdiction where doing so would contravene the applicable laws or regulations of such jurisdiction. [ insert date ] For immediate release [Recommended] [cash] offer (the Offer ) by [ Insert name of offeror ] for [ Insert name of offeree ] PLC Offer unconditional[ in all respects] On [ insert date of Rule 2.7 announcement ], the board[ s ] of [ insert full name of Offeror ] [ and [ insert full name of Offeree ] ] stated, in accordance with Rule 2.7 of the Code, that [ [ Offeror ] had made OR they had reached agreement on the terms of ] a [ n ] [ recommended ] [ cash ] offer [ to be made by [ Offeror ] ] to purchase [ the entire issued and to be issued ] ordinary share capital of [ Offeree ]...

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PRECEDENTS
Offeror board minutes: settlement of takeover consideration (cash, new shares and loan notes) under the UK Takeover Code following offer unconditionality or scheme effectiveness

[ insert name of offeror ] [ PLC OR LIMITED ] Minutes for a meeting of [ a committee of ] the board of directors of [ insert full name of offeror ] (the Company), convened at [ insert place of meeting ] on [ insert date of meeting ] at [ insert time of meeting ] [ am OR pm ]... Present [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ insert name ] (representative of [ financial adviser ] (the Bank)) ] [ [ Insert names of others in attendance who do not count towards the quorum (eg the company secretary and/or...

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