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Formula offer meaning

What does Formula offer mean?
A formula offer is a takeover offer for an investment trust in which the price per share is set by a stated formula, usually by reference to the offeree company’s net asset value (NAV) calculated on a specified date (often with a stated premium or discount). It is a descriptive market term rather than a statutory definition, but it is recognised and regulated by the City Code on Takeovers and Mergers. For UK public M&A involving investment trusts, Appendix 2 of the Takeover Code sets specific requirements for formula offers. Key features include clear disclosure of: - the formula and basis of calculation; - the NAV valuation date and methodology (including treatment of unquoted or illiquid assets, liabilities, accruals and currency rates); - any adjustments, caps/floors, rounding and timing for fixing and announcing the final price; and - financing confirmations that cover the maximum consideration payable under the formula. These provisions promote transparency and protect offeree shareholders where consideration tracks NAV movements. Application is broadly consistent across England & Wales, Scotland and Northern Ireland under the Takeover Code. In Ireland, similar concepts apply under the Irish Takeover Rules and Irish Takeover Panel guidance for investment companies, with Panel consultation typically required on...
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NEWS
Local government weekly legal highlights: cases, legislation and policy across procurement, children, education, licensing, housing, governance, finance, environment and planning (England and Wales), 13 February 2025

In this issue: Public procurement Children's social care Education Licensing Social housing Local authority prosecutions Governance Local government finance Social care Environmental law and climate change Planning Daily and weekly news alerts New and updated content Public procurement CCS launches new procurement tools for electric vehicle infrastructure Crown Commercial Service (CCS) has rolled out a toolkit to help local authorities navigate procurement for electric vehicle infrastructure (EVI). Developed with the Department for Transport and other collaborators, the package includes configurable template documents for open-market procurement of on-street EVI services, together with draft terms and conditions. The materials are designed to reduce complexity, reflect government guidance and reinforce good practice. In addition, CCS has produced a distinct set of documents to cater for the upcoming Procurement Act 2023 regulations, which will apply from 24 February 2025, enabling compliance with the present and future regimes. See: LNB News 11/02/2025 17 and LNB...

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NEWS
UK competition: CMA closes Google and Apple app distribution investigations ahead of DMCCA 2024, rejects Google commitments, accepts Meta variation; infant formula market study proceeds without MIR; guidance and resources

In this issue: UK antitrust UK market studies Daily and weekly news alerts LexTalk®Competition: a Lexis®Nexis community New and updated content Caselex UK antitrust CMA closes investigation into Google’s distribution of Android apps ahead of DMCC Act 2024; also rejects Google’s proposed commitments The CMA has ended its probe into Google’s practices for distributing Android apps in the UK. The inquiry examined whether Google was exploiting a dominant position by obliging developers that sell in‑app digital content or services to use Google Play’s billing system exclusively. The authority closed the case on administrative priority grounds, indicating that the tools in the newly enacted Digital Markets, Competition and Consumers Act 2024 (DMCCA 2024) are better suited to assessing conduct of this sort. On the same day, the CMA also stated that it had rejected the commitments Google proposed to resolve these concerns. Google’s package would have permitted app developers to offer alternative payment options in place of Google...

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NEWS
Local Government law weekly: key judgments in procurement, housing, adult and children's social care, and education; planning enforcement; regulatory, funding and policy updates—6 March 2025

In this issue: Public procurement Social housing Social care Education Children's social care Governance Healthcare Licensing Local authority prosecutions Environmental law and climate change Planning LexTalk®Local Government: a Lexis®Nexis community Daily and weekly news alerts New and updated content Public procurement Court of Appeal rules on duty to clarify tender submissions with bidders in UK public procurement (Working on Wellbeing Ltd trading as Optima Health v (1) Secretary State for Work and Pensions (2) Department for Work and Pension) In a notable ruling in Working on Wellbeing Ltd trading as Optima Health v (1) Secretary State for Work and Pensions (2) Department for Work and Pension [2025] EWCA Civ 127, the Court of Appeal allowed Optima Health’s appeal after its disqualification from a Department for Work and Pensions (DWP) procurement. The court set out when contracting authorities may request clarification from bidders, and when that discretion evolves into a...

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PRACTICE NOTES
Judicial Tenders in Scottish Civil Litigation: Drafting, Lodging, Withdrawal and Acceptance, and the Expenses, Interest and CRU Implications

Civil justice reform: Consult our Practice Note, Civil justice reform in Scotland—virtual hearings and electronic submission of documents, for advice on the present rules and procedures of the Scottish civil courts regarding remote hearings and the digital signing, sending and lodging of documents. The Practice Note also addresses the approach to making and/or answering a judicial tender in proceedings involving a single pursuer and a single defender in Scotland today...

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PRACTICE NOTES
Employee share plans in UK equity fundraisings: rights issues, open offers and placings—option and LTIP adjustments, SIP and EBT mechanics, and HMRC tax treatment

A business might need to secure extra capital for a variety of purposes. It could, for example, be to finance a planned acquisition or to satisfy continuing financial commitments. There are several routes by which a company can obtain the extra funding required, including tapping existing shareholders through a rights issue, an open offer or a placing. When running a rights issue, open offer or placing, the company must carefully assess the effect on any current employee share plans it operates. This assessment should take place as early as possible in the decision-making process to determine whether, and if so what, steps can be taken so that employees are not put at an unfair disadvantage by a rights issue, open offer or placing. This Practice Note outlines the key points that typically arise in connection with employee share plans on a rights issue, open offer or placing, the steps that will usually need to be taken in relation to outstanding options and awards, and the relevant tax treatment. ...

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