Concert parties 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...

Prepared with input from Rebecca Cousin of Slaughter and May on market practice. The nature of a mandatory offer Takeover bids are most often voluntary: the offeror decides to seek control of a company (or a particular class of its shares) after careful thought and planning, and—subject to certain limits—selects the consideration to be provided and the conditions to be included (see Practice Note: Voluntary, partial and tender offers). By contrast, one of the Code’s most familiar provisions, Rule 9, obliges an individual (or persons acting in concert) to make a takeover offer for a company within the scope of the Code once that person’s holding (or their aggregate holdings) in that company pass specified thresholds. This is described as a mandatory offer, or a Rule 9 offer. Mandatory offers are relatively uncommon in practice, as they are generally regarded as something to steer clear of. For details of which companies fall within the Code, see Practice Note: The Panel and the regulatory framework of takeovers—Companies subject...

This Resource Note summarises the key provisions of Rules 7, 8 and 9 of the AIM Rules for Companies (AIM Rules), which set special requirements for certain AIM applicants. The provisions address lock-ins for new businesses, investing companies and other conditions. It highlights relevant materials, commentary and guidance from the London Stock Exchange (LSE), together with Lexis+® UK analysis and resources, to provide practical guidance on interpreting and applying Rules 7 to 9 of the AIM Rules. Materials referenced in this Resource Note include: the AIM Rules the AIM Rules for Nominated Advisers (Nomad Rules) Inside AIM, the periodic publication from the AIM Regulation team AIM Notices, issued periodically, containing information on AIM regulatory and administrative matters Lexis+® UK and Lexis®Library resources Setting the scene Rulebook: AIM Rules for Companies and AIM Note for Investing Companies What it covers: Rule 7 explains when an AIM applicant must ensure that related parties and applicable employees are...

1 Introduction 1.1 Purpose of this Memorandum The aim of this Memorandum, which we intend to review with the directors [ and other officers ] of the Company at a meeting on [ insert date ] at [ insert time ], is to ensure the directors [ and other officers ] of the Company understand their duties under the City Code on Takeovers and Mergers (the Code) together with other applicable laws and rules arising in relation to any takeover bid by the Company. This Memorandum also provides a concise outline of the legal and regulatory landscape for conducting takeovers in the UK. It is essential that everyone involved has a working knowledge of the issues that could emerge. The Code expressly requires this, and such awareness is beneficial given the tightly regulated nature of takeover transactions. This note does not claim to be exhaustive and is not a replacement for obtaining legal advice on the specific circumstances of the transaction...