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Mix and match offer meaning

What does Mix and match offer mean?
In public M&A, a mix and match offer (also called a mix and match facility) lets target shareholders elect to vary the default balance of cash and share consideration (or other forms, such as loan notes) offered by the bidder. Elections are interdependent: a request for more cash can be met only to the extent that other shareholders elect more shares (and vice versa), because the bidder fixes an overall pool of each form of consideration. Where elections cannot be satisfied in full, they are scaled back on a pro‑rata basis. This is a market term, not a statutory definition. It is recognised and commonly used under the City Code on Takeovers and Mergers (England & Wales, Scotland and Northern Ireland) and under the Irish Takeover Rules (Ireland). The mechanics and disclosures are set out in the offer document or scheme circular and are broadly consistent across these jurisdictions. Key features and significance include: - flexibility for shareholders to tailor cash/share consideration; - no change to the bidder’s aggregate cash outlay or share issuance; - irrevocable elections by a stated deadline, with oversubscription and allocations announced after closing; - often used in recommended takeover offers and schemes of arrangement.
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View the related Practice Notes about Mix and match offer

PRACTICE NOTES
UK takeover offers and CREST: electronic acceptances, TTE/ESA/TFE, mix and match, consideration, overseas restrictions, fractional entitlements, and drafting via Euroclear specimen wording and CLLS further terms

This Practice Note outlines how to accept a takeover offer in respect of shares held through CREST. It does not include an introduction to CREST or uncertificated securities, nor practical steps for transferring CREST holdings. For guidance on those topics, including a primer on key terms, see Practice Note: CREST and uncertificated shares—an introduction. For information on the conduct of different shareholder and general corporate actions within CREST, see Practice Note: CREST—shareholder and general corporate actions. For an explanation of the procedure for launching a rights issue via CREST, see Practice Note: CREST—rights issues. For an explanation of the process for implementing an open offer in CREST, see Practice Note: CREST—open offers. Takeover offers in CREST Takeover offers are largely beyond the remit of this Practice Note; however, this Note explains how acceptance can be given for CREST-held shares. It does not specifically cover takeovers carried out by a scheme of arrangement, but the shareholder ballot on the scheme would be dealt with in the same manner as...

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PRACTICE NOTES
UK Takeover Code: Offer Revisions, Extensions, No Increase and Acceleration Statements, ACINs, Competing Bid Auctions, Alternative Offers and Timetable Controls

This Practice Note explores how an offeror can amend or prolong its offer and accelerate particular parts of the offer timetable by serving an acceptance condition invocation notice or issuing an acceleration statement. It also looks at the treatment of alternative offers and the way the City Code on Takeovers and Mergers governs competing bids during the later stages of an offer process. Revisions Sometimes during the course of an offer, an offeror may wish to alter its terms, particularly where there are competing offers or the offer is not recommended by the offeree board. Greater flexibility is available when the transaction is structured as a contractual offer rather than a scheme of arrangement, given the need to accommodate the court timetable in the scheme process. However, whether the deal is structured as an offer or a scheme, the parties should remain mindful of specific restrictions and requirements under the Code. Making a revised offer Under the Code, an offeror must publish any updated terms by...

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PRACTICE NOTES
UK Listing Rules LR 15 (prior to 29 July 2024): Closed-ended Investment Funds—Premium Listing Eligibility, Investment Policy, Governance, Transactions and FCA Guidance [Archived]

ARCHIVED: This Practice Note has been archived and is not maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, abolishing the premium and standard segments and introducing one unified listing category for equity shares issued by commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other categories, such as shell companies, secondary listing and closed ended investment fund categories. To implement the reforms, the UK Listing Rules sourcebook came into effect and the Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note sets out the regime as it applied before 29 July 2024 and is kept for reference only. It brings together relevant commentary, analysis and resources to help with interpreting, and to offer practical guidance on the application of, Chapter 15 of the former Listing Rules in force before 29 July 2024...

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