Dual consideration offers (for 100%) meaning

A dual consideration offer (for 100%) describes a takeover bid for all voting equity in which the bidder offers one price or form of consideration for a specified portion of each shareholder’s holding (typically higher) and a lower price for the balance. Although the bid is for all shares, this tiered, per‑shareholder structure can be treated in practice as a partial offer under Rule 36 of the UK Takeover Code. The expression is descriptive and not defined in legislation or case law. If such a structure is proposed, the consent of the Panel on Takeovers and Mergers must be sought in advance; Rule 36.5 may apply. The partial‑offer regime may then govern the transaction, including requirements for independent shareholder approval, possible pro‑rata scaling of acceptances, restrictions on purchases outside the offer, and specific disclosure and timetable controls. Early consultation with the Panel is essential. Usage is broadly consistent across England & Wales, Scotland and Northern Ireland under the Code. In Ireland, the Irish Takeover Rules and the Irish Takeover Panel apply on substantially similar principles, and early Panel engagement is likewise recommended.