Takeover Code or Code meaning

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

This note sets out a side-by-side timetable, drawing a distinction between takeovers pursued through a takeover offer and those implemented via a transfer scheme of arrangement. For commentary on the options available when structuring an offer, together with a comparison of takeovers effected by the scheme of arrangement against takeovers made by contractual offer, see Practice Note: Structuring a takeover—offers vs schemes of arrangement. For fuller timetables for a takeover structured by way of offer or scheme, see: Timetable—offer and Timetable—scheme. References to Rules denote the Rules of the Code...

This archived timetable sets out the principal steps for a recommended offer announced before 5 July 2021. It has not been updated since the Code was revised in July 2021. For additional examples of takeover timetables, see: Timetable—hostile offer—before 5 July 2021 Timetable—recommended offer Timetable—hostile offer Timetable—scheme of arrangement Changes to the offer timetable On 31 March 2021, the Takeover Panel (the Panel) issued a response statement confirming it would implement amendments to the Code concerning the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers announced on or after 5 July 2021 (the implementation date), except where applying it would give the amendments retrospective effect. Any live firm offers that span the implementation date, and any offers announced on or after that date which compete with such ongoing offers, remain governed by the unamended provisions of the Code. Appendix D to the consultation paper contains a diagram illustrating...

This flowchart sets out the circumstances in which the City Code on Takeovers and Mergers (Code) will apply The Code can extend to takeover offers, merger deals, and other arrangements that have, or might have, directly or indirectly, an impact upon the ownership or control of a business...

In this issue: Public company takeovers Equity capital markets Corporate governance Partnerships Private equity Members LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel (Panel) has issued a new note offering advisers guidance on cancelling an admission to trading for companies caught by the Takeover Code (Code). It confirms that companies with registered offices in the UK, the Channel Islands or the Isle of Man, whose securities are traded on specified markets, remain within the Code for two years after cancellation, irrespective of where central management and control is located or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive when a cancellation is contemplated, to ensure shareholders receive suitable disclosure about the Code’s continued effect, and it outlines...

What does the Market Standards Trend Report cover? Click to download the complete report in Shorthand format here. The Market Standards Trend Report delivers detailed analysis of the 55 firm offers, 51 possible offers, and 15 notices of formal sale processes, private sale processes and/or strategic reviews, announced in 2024 by Main Market and AIM companies that are subject to the Takeover Code (the Code). It offers perspective on UK public M&A patterns and what we, alongside specialists from Addleshaw Goddard, Ashurst, Bird & Bird, Hogan Lovells, Linklaters, Macfarlanes, Paul Weiss and White & Case, anticipate emerging in 2025 and the years thereafter...

In this issue: Public company takeovers Equity capital markets Company disclosures, records and registers Competition law Accounts and reports LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel proposes to narrow the scope of companies to which the Code applies The Takeover Panel (Panel) has issued consultation paper PCP 2024/1, outlining a revised jurisdictional framework that would tighten the group of companies to which the Takeover Code (Code) applies under section 3 of the Introduction to the Code. The proposals aim to reorient the Code’s application towards companies registered in the UK and listed in the UK (or listed in the recent past) that would reasonably anticipate being subject to takeover regulation, while also delivering improved clarity and certainty about which companies fall within the Panel’s remit. See News Analysis: Takeover Panel proposes to narrow the...

The nature and purpose of break fees Break fees typically exist to reimburse a party’s legal and professional outlay incurred through due diligence and negotiations when a deal ends. They can also act as a deterrent to behaviour that might unreasonably derail the process, encouraging both sides to keep talking, and discouraging steps that could prevent the transaction from moving forward at all or otherwise cause it to stall. The parties usually enter into a break fee agreement early in the sale process, commonly before the buyer begins its due diligence. Such provisions (also referred to as inducement, termination or broken deal fees) may appear in a stand-alone agreement or be set out within heads of terms. Types of break fees The most prevalent form of break fee arises where the target undertakes to pay the bidder a sum if a specified event happens and the transaction then fails to complete (for instance, where the seller accepts a superior third-party offer or any necessary shareholder consent is...

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...

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...

The Directors [ insert offeror's name ] ([ Offeror ]) [ insert address ] [ and ] [ The Directors ] [ [ insert name of financial adviser ] (the Adviser ) [ insert address ] ] [ insert date ] Dear Directors Proposed acquisition of [ name of offeree ] ([ Offeree ]) It is our understanding that [ Offeror ] intends to acquire (the Acquisition ) [ all ] the issued [ and to be issued ] [ ordinary ] shares of [ insert nominal value ] each in [ Offeree ] (the Shares ) for the consideration, and otherwise substantially on the terms and subject to the conditions set out in the draft press announcement enclosed with this letter (the Announcement ), subject to such modifications or additions to such terms and conditions as may be required by the City Code on Takeovers and Mergers (the Code ), the Panel on Takeovers and Mergers (the Panel ), the High Court of Justice in England and...

APPENDIX [ 1 ]—Conditions and further terms of the Offer Part A 1 Conditions The Offer is subject to the following conditions: 1.1 Acceptance condition receipt of valid acceptances (and such acceptances not being validly withdrawn in accordance with the rules and requirements of the Code and the terms of the Offer) by no later than 1.00 pm (London time) on the Unconditional Date (or at such other time(s) and/or date(s) as [ Offeror ] may, subject to the rules of the Code or with the consent of the Panel, determine) in respect of Shares which, together with all other Shares acquired by [ Offeror ] (whether pursuant to the Offer or otherwise), carry not less than [ 90 ] per cent. (or such lower percentage as [ Offeror ] may decide) of the nominal value of the Shares to which the Offer relates and of the voting rights attached to those Shares, provided that (a) this Condition shall not be met unless [ Offeror...

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the Offer or what steps to take, you should obtain immediately your own personal, independent financial advice from your stockbroker, bank manager, solicitor, accountant or another independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom, or, if you do not, from a suitably and appropriately duly authorised independent financial adviser. If you have sold, sell or otherwise transferred all of your Shares (other than pursuant to the Offer), please promptly forward this document together with any accompanying materials (but not any personalised Form of Acceptance) to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was arranged, for onward delivery to the purchaser or transferee. Nevertheless, do not distribute, forward or transmit these documents in or into any jurisdiction where doing so would breach, contravene or otherwise infringe the relevant...