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Final closing date meaning

What does Final closing date mean?
In public takeover practice, final closing date described the last date on which a contractual offer would remain open—i.e. the point beyond which the offeror said it would not extend the offer. It was a market term used under the UK Takeover Code (City Code on Takeovers and Mergers), not a statutory or case-law definition. For firm offers announced before 5 July 2021, the final closing date was Day 60 of the Code timetable or another stated date beyond which the offer would not be extended. Following the July 2021 Code reforms, offerors can no longer set a series of closing dates and the concept is no longer used. The operative timetable reference is now the unconditional date: Day 60 (or an earlier date specified by the bidder) by which all conditions to the offer must be satisfied or waived, failing which the offer lapses, subject to any Takeover Panel-approved suspensions. Usage is consistent across England and Wales, Scotland and Northern Ireland, which are all governed by the UK Takeover Code. In Ireland, takeover timetables are governed by the Irish Takeover Rules; practitioners should check the current Rules and Panel guidance. Do not confuse this term with a long-stop date in schemes...
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FLOWCHARTS
JCT Design and Build Contract 2016: Final Payment Procedure—Step-by-Step Flowchart for Practitioners

This Checklist is applicable for the sale and purchase of a vessel by a company when acting for a corporate buyer and where the ship will be registered in the UK When representing the buyer, the priority is to confirm that the seller’s papers are adequate to deliver good title, secure the vessel’s permanent registration in the UK, and demonstrate that both parties possess the requisite power and authority to conclude the transaction... Request a Transcript of Registry from the UK Ship Register to verify the current registered owner and identify the existing security position affecting the vessel. A fee is payable for this (and several of the other documents noted below), with a full schedule available on the UK Ship Register website. Make the request promptly on receipt of instructions and repeat the search on the closing date... Confirm that any class inspection or other survey specified in the sale contract has been conducted and that the results are satisfactory...

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NEWS
Environmental law weekly briefing: COP29 outcomes; climate, energy, buildings and waste measures; water regulation and disputes; ESG; air quality, chemicals and ecodesign updates (28 November 2024)

In this issue: COP29 Air emissions and climate change Energy efficiency and buildings Energy efficiency of products Energy for environmental lawyers Environmental disputes and proceedings ESG and sustainability Hazardous substances and chemicals Nature, biodiversity and habitat conservation Waste Water, flooding and drainage Daily and weekly news alerts New and updated content Updated Practice Notes Trackers COP29 COP29 round-up—20 November 2024 (Urbanisation, Transport and Tourism) On 20 November 2024, day ten of the 29th Conference of the Parties to the United Nations Framework Convention on Climate Change (COP29) centred on urbanisation, transport and tourism—the first occasion the COP Presidency has dedicated a day to tourism. The Presidency Stocktaking Plenary reviewed a number of matters, including progress towards the new collective quantified goal on climate finance (NCQG). In addition, the UN Climate Change Executive Secretary, Simon Stiell, delivered remarks on nationally determined contributions (NDCs), and the COP29 Presidency introduced declarations...

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NEWS
EU AI Act: GPAI Code of Practice delayed to August 2025; recognition as compliance tool hinges on Member State approval and industry signatories

EU AI Act timeline for GPAI Code of Practice Under the EU AI Act, the Code of Practice must be finalised by 2 May 2025 at the latest, and the European Commission’s AI Office is obliged to take the ‘necessary steps’ so the Code is recognised as an official compliance instrument. Yet, earlier this week the EU AI Office informed participants in the drafting work that ‘the final GPAI Code of Practice and the Commission guidelines on GPAI [are] expected to be published ahead of August 2025’. Its communication further notes: ‘This extension of the deadline comes as a result of prioritising extended feedback cycles (as requested by all stakeholders), and to give stakeholders four weeks to respond to the consultation on guidelines’. According to the Commission’s updated website, the definitive Code will be presented at the closing plenary session and issued by August 2025, aligning with the date the EU AI Act’s rules for GPAI models take legal effect, with a subsequent one‑year grace period before they are...

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NEWS
Irish and EU funds regulation: Q4 2024 update and 2025 deadlines - UCITS/AIFMD II, DORA, EMIR 3.0, SFDR/CSRD, ETFs, ELTIF, data protection

1. Approaching Deadlines Q1 2025 1 January 2025: The Corporate Sustainability Reporting Directive (CSRD) and the accompanying European Sustainability Reporting Standards (ESRS) start to apply to Irish fund management companies qualifying as large undertakings. The inaugural sustainability statement for these firms, prepared using ESRS templates, must be released in 2026. In-scope managers are also obliged to comply with Article 8 of the Taxonomy Regulation. 17 January 2025: Obligations on fund management companies under the Digital Operational Resilience Act (DORA) formally come into force for firms across the sector. 17 January 2025: Closing date to submit a response to the Department of Finance’s consultation on transposing AIFMD II into Irish law during the consultation period. 27 January 2025: Final day to respond to ESMA’s consultation on the conditions to be applied to the active account requirement, which will be introduced under EMIR 3.0. 31 January 2025: Deadline for all fund management companies providing MiFID II services (including individual portfolio management and investment advice) to...

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PRACTICE NOTES
UK CMA unconditional clearance: Omnicell/MTS acquisition of SurgiChem in pharmacy adherence packaging and related products markets (2014)

CASE HUB ARCHIVED –this archived case hub reflects the position at the date of the decision of 8 August 2014; it is no longer maintained. See further, timeline. Case facts Outline A UK merger investigation into the anticipated acquisition by Omnicell Inc/MTS Medication Technologies Inc of SurgiChem Limited. The transaction features horizontal overlaps across the markets for supplying adherence packaging and other related products to pharmacies. Latest developments On 8 August 2014, the CMA issued its final decision and unconditionally cleared the merger in full. Parties Omnicell Inc is a US-based company that provides medication and supply management solutions to the healthcare industry. MTS Medication Technologies Inc (MTS), a subsidiary of Omnicell, offers innovative medication adherence packaging solutions. SurgiChem Limited supplies medication adherence packaging systems and solutions to the UK community and homecare sector. SurgiChem is currently owned by Bupa. Background The transaction was agreed on 9 December 2013 for an agreed purchase price of £12m....

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PRACTICE NOTES
EU Article 101 TFEU - Czech mobile network sharing: Commission accepts O2/CETIN and T-Mobile CZ commitments, closes case; commitments run to 2033 (AT.40305) [Archived]

ARCHIVED — this archived case hub records the position as at the date commitments were accepted on 11 July 2022; it is no longer maintained. See further, timeline. Case facts Outline European Commission Article 101 TFEU investigation into a network sharing arrangement in the Czech mobile telecommunications sector between O2, CETIN and T‑Mobile (Case AT.40305). Latest development On 11 July 2022, the Commission accepted commitments from T‑Mobile CZ, CETIN and O2 CZ (together with their parent companies, Deutsche Telekom and PPF), thereby closing its investigation. The Commission agreed to revised commitments put forward by the parties to modernise mobile network equipment, enabling greater flexibility and independence for the two sharing operators in specified radio frequencies. The parties also undertook to review and adjust the financial terms for unilateral network deployments, and to strengthen contractual provisions so that information exchange is limited to what is strictly necessary for operating the shared network. Under the final commitments, the parties will implement measures ensuring that CETIN effectively prevents...

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PRACTICE NOTES
City Code timetable for UK contractual takeover offers: PUSU, Day 0–60 milestones, revisions, acceleration statements, regulatory suspensions, competing bids, extensions, Rule 15, long‑stop and squeeze‑out

This Practice Note outlines the timetable for takeovers carried out as contractual offers. It addresses the 28-day ‘put up or shut up’ requirement under Rule 2.6, the Day 0 posting of the offer document, and the key milestones on Day 21, Day 39, Day 53 and Day 60 under the City Code on Takeovers and Mergers (Code), alongside offer revisions and the effect of competing bids on timing. For illustrative schedules, see Timetable—recommended offer and Timetable—hostile offer. For a comparative schedule contrasting takeovers via offer and via scheme of arrangement, see Structuring a takeover: offers and schemes of arrangement—comparative timetables. Legal and regulatory framework Following an offeror’s announcement of a firm intention to make an offer (Firm Intention Announcement), the timetable is governed by: the Code, subject to the Panel consenting to or directing modifications to the Code’s application (eg in competitive scenarios and/or to accommodate the decision-making of UK or overseas competition authorities) company law applicable stock exchange rules ...

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