In pr
actice, a connected adviser is an organisation
advising an
offeror, the offeree company or a member of their concert party on a takeover, and is therefore treated as part of the client’s concert party.
It is a defined term in the UK City Code on Takeovers and Mergers. Under the Code, it includes:
- any organisation advising the offeror or offeree on the offer and their corporate brokers (unless a broker is unable to act on the offer because of a conflict of interest); and
- any organisation advising a person who is
acting in concert with the offeror or offeree, either on the offer or on the matter that makes that person a member of the relevant concert party.
A connected adviser is deemed to be acting in concert with its client and, if its client is acting in concert with an offeror or the offeree, with that offeror or offeree. This status drives key Code consequences, including aggregation with the client for the purposes of the acting in concert presumptions, and the application of disclosure and dealing restrictions to the adviser.
Usage is consistent across England & Wales, Scotland and Northern Ireland under the Takeover Code. The Irish Takeover...