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Mandatory offer meaning

What does Mandatory offer mean?
In public M&A, a mandatory offer is the obligation to bid for all remaining voting equity after a buyer crosses defined control thresholds in a company subject to the takeover regime. In the UK, Rule 9 of the Takeover Code requires a person (aggregating holdings with persons acting in concert) to make a takeover offer when its interests in shares carry 30% or more of the voting rights, or—if already holding 30% but less than 50%—upon any further acquisition. The offer must be to all shareholders, in cash (or with a cash alternative), at not less than the highest price paid by the bidder or any concert party for interests in shares in the previous 12 months. The Panel on Takeovers and Mergers may grant dispensations (for example, a whitewash approved by independent shareholders). In Ireland, the Irish Takeover Rules operate a broadly similar mandatory bid regime, administered by the Irish Takeover Panel. “Interest in shares,” “voting rights” and “acting in concert” are defined in the relevant Codes. Once 50% or more is held, further purchases do not trigger the rule.
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CHECKLISTS
Care Home Deferred Payment Agreements under the Care Act 2014 (England): Mandatory eligibility, policy choices, execution, capacity, consents and HM Land Registry registration—practitioner checklist

This Checklist sets out a concise overview of the applicable law on deferred payment agreements (DPAs), identifying when they must be granted, how to select and establish the DPA, the steps for execution and managing mandatory signatories who lack capacity, together with registering the agreement and keeping originals once registration is complete. Deferred payment agreements—relevant law Your first points of reference for deferred payment agreements (DPAs) are the statute, regulations and guidance. These are: sections 34 and 35 of the Care Act 2014 (CA 2014) the Care and Support (Deferred Payment) Regulations 2014, SI 2014/2671 Part 9 of the Care and support statutory guidance (the guidance) Points to note This Checklist covers offering and securing mandatory DPAs, namely DPAs which legislation and regulations compel you to agree to. It does not address the considerations involved in deciding whether to offer discretionary DPAs. However, if a discretionary DPA is offered and accepted, the execution and securing of that DPA are...

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NEWS
UK financial promotion exemptions: higher HNWI thresholds, revised sophisticated investor criteria and mandatory disclosures from 31 January 2024—compliance guidance and FCA interaction

Although the government chose not to advance a proposal to give firms a heavier burden of responsibility, the reforms still carry real weight for companies and investors. They tighten the eligibility tests and enhance both investor declarations and compulsory information standards. Businesses must be compliant by the go-live date. Those seeking capital under the financial promotion exemptions will have to include additional disclosures in their investor communications. This is intended to help prospective investors perform basic due diligence on the person’s investment marketing, and to support the Financial Conduct Authority (FCA) in examining possible non-compliance with the exemptions. HM Treasury consulted two years ago on revisions to the financial promotion exemptions in the Financial Promotion Order for high net worth individuals and sophisticated investors. In its November 2023 consultation response, the government set out the final changes, which take effect from 31 January 2024. Below, we look at what companies should note to remain compliant with the updated conditions in the revised exemptions and offer a few practical pointers for...

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NEWS
UK and EU environmental law round-up: climate, energy, ESG, biodiversity, marine, water, waste and chemicals; litigation and policy—24 October 2024

In this issue: Key developments and materials 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 Marine Nature, biodiversity and habitat conservation Waste Water, flooding and drainage Daily and weekly news alerts New and updated content Trackers Useful information Key developments and materials Northern Ireland’s first Environmental Improvement Plan On 27 September 2024, the Department of Agriculture, Environment and Rural Affairs (DAERA) unveiled Northern Ireland’s (NI) inaugural Environment Improvement Plan (EIP). Brendan Martyn, Director, and Caitlin McPeake, Solicitor, at Cleaver Fulton Rankin, share their views on the EIP. See News Analysis: Northern Ireland’s first Environmental Improvement Plan. UK Industrial Strategy Green Paper and Legal Services Invest 2035, the government’s industrial strategy green paper, was introduced at the International Investment Summit on 14 October 2024. A finalised...

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NEWS
LGPS (England and Wales) fairness consultation: backdated survivor benefit equalisation, death grant age cap removal, expanded pensionable leave and mandatory gender pensions gap reporting—implementation costs chargeable to funds

What is the background to the consultation? The consultation, ‘Local Government Pension Scheme in England and Wales: Access and fairness’, released on 15 May 2025, seeks to fundamentally enhance fairness in, and access to, the LGPS. It will examine five principal areas of concern: tackling survivor pensions and death grants reducing the gender pensions gap examining the high rate of opt-outs from the LGPS strengthening forfeiture provisions delivery of the McCloud remedy What is being proposed? The document explains that some proposals offer definitive resolutions to entrenched issues (for example, securing equal survivor benefit entitlement), while others begin longer-term work (including measures to reduce the gender pensions gap). We highlight two central reforms: revisions to survivor benefits and actions to improve the gender pensions gap. Survivor benefit entitlement Currently, survivors in same-sex marriages, survivors in same-sex civil partnerships, and female survivors of opposite-sex marriages and opposite-sex civil partnerships have pensions assessed on the member’s service from...

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PRACTICE NOTES
Acting in Concert under the UK Takeover Code: 2023 Presumptions, Control, Aggregation, Rule 9 Mandatory Offers, Disclosure Duties, and Guidance on Funds, Private Equity and Consortium Offers

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...

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PRACTICE NOTES
UK directors’ interests: Section 793 investigations, PDMR/PCA transaction notifications under UK MAR, DTR 5 major shareholdings, and maintaining a directors’ interests register

This Practice Note summarises the duties on directors to declare their interests in shares under the Companies Act 2006 (CA 2006) and the UK Market Abuse Regulation, including reporting obligations for dealings by directors and other persons discharging managerial responsibilities (PDMRs) of listed companies. This Practice Note does not cover the disclosure obligations of companies. Register of directors' interests in shares—continued relevance for all companies Under the Companies Act 1985, companies were obliged to keep a register of directors’ interests in the company’s shares. There is no equivalent obligation in CA 2006, so this register is no longer mandatory. In practice, however, companies (in particular public companies) are likely to retain a register of directors’ interests to monitor any notifications made, eg disclosures by PDMRs under the UK Market Abuse Regulation (see Disclosures by PDMRs under the Market Abuse Regulation below). A company may have to disclose information about directors’ interests in certain situations, eg during a takeover offer. Keeping a register of directors’ interests means the necessary...

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PRACTICE NOTES
UK Takeover Code Rule 37: Share buybacks, dual class share structures and enfranchising non‑voting shares—Rule 9 mandatory offer implications, Panel waivers/dispensations and 2026 reforms

Rule 37—Setting the scene This Resource Note summarises the core features of Rule 37 of the City Code on Takeovers and Mergers (Code). It concerns company share repurchases, companies with dual class share arrangements and the enfranchisement of a company’s non‑voting shares, and the situations in which such structures or arrangements could trigger a mandatory offer under Rule 9 of the Code. It also flags relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), together with Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 37. Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day conduct of takeover supervision and regulation) (Executive) giving informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee Annual Reports published by...

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PRECEDENTS
Law firm diversity and inclusion action plan template: objectives, activities, responsibilities and delivery dates

Diversity and inclusion (D&I) action plan—law firms D&I objective [ Insert your D&I aim ] [ Build a more diverse workforce and nurture an inclusive culture with equal opportunity for all colleagues ] Activities [ Set out the actions you will take to reach this aim ] [ Attract a broad, diverse pool of candidates using marketing, branding and imagery that mirror the diversity of the firm, its clients and its clients’ clients ] [ Require all people managers to complete mandatory unconscious bias training ] [ Offer recruitment and selection training to hiring managers so decisions are objective and free from unconscious bias ] [ Provide [ bi-annual ] reports to the Board on diversity data for applicants, new starters and promotions ] Responsibility [ Insert who is accountable for this aim, e.g. the D&I manager or HR director ] Delivery date ...

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