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United Kingdom

UK public takeovers: offeror’s pre-announcement and offer/scheme documentation checklist under the City Code—planning, due diligence, financing, announcements, disclosures and timetable

Checklists
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This Checklist is for the offeror and its advisers, outlining preliminary actions and considerations ahead of announcing an offer and issuing the offer/scheme document. It addresses preparation, bid planning, due diligence, announcements and other connected matters. This is not a complete Checklist; what is required will turn on the precise features of the transaction. Any references to Rules are to the rules of the City Code on Takeovers and Mergers (the Code).

Preparatory steps

  • Appoint principal advisers (financial adviser, legal adviser, brokers, public relations consultants, etc).

Prior to a bid—the offeror

  • Hold the offeror’s initial board meeting.
  • Constitute a capable offer committee with appropriate delegated authority from the board.
  • Confirm there are no regulatory or commercial conflicts of interest.
  • Identify all concert parties (and affiliated persons).

Acting in concert

Ensure all participants understand the secrecy requirements: financial advisers should, at the very start of discussions, alert clients to the critical importance of confidentiality and security. Attention should be drawn to the Code, in particular to Rule 2.1 and to restrictions on dealings...

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Web page updated on 20/05/2026

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