Jurisdiction(s):
United Kingdom

Key definition

Offer document definition

What does Offer document mean? In public takeovers, the offer document is the document by which the offeror sets out its contractual takeover offer to offeree shareholders and invites acceptances. Under the UK Takeover Code, it must normally be published (and sent or made available) within 28 days of the Rule 2.7 firm intention announcement (Rule 30.1), unless the Panel on Takeovers and Mergers consents to an extension, for example to accommodate regulatory clearances. It is often published at the same time as the Rule 2.7 announcement. The Code prescribes the required contents in rules 24.2–24.16, including the full terms and conditions, consideration and...

UK Takeover Code—offer document precedent for recommended all-share (share-for-share) offers: drafting for New Offeror Shares, prospectus, admission, conditions, settlement, overseas shareholders and disclosure

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Precedents

Definitions

Include the following definitions as applicable in Precedent: Offer document—definitions (Appendix 5):

New Offeror Shares • the [ Offeror ] shares intended to be issued to [ Offeree ] Shareholders in accordance with the terms of the Offer
[ Offeror Prospectus • the prospectus for [ Offeror ] to be published regarding the New Offeror Shares to be issued in relation to the Offer ]
Offeror Shares • the ordinary shares of [ insert number ] each in the capital of [ Offeror ]

If the issue of the New Offeror Shares will require shareholder approval, replace the existing definition of ‘Offeror Shareholder Resolutions’ in Precedent: Offer document—definitions (Appendix 5) with the following:

[ Offeror ] Shareholder Resolutions • such resolutions as are necessary or, in the opinion of [ Offeror ], desirable to approve, give effect to and implement the Offer, including a resolution or resolutions to authorise the allotment of the New Offeror Shares under the Offer [ , and approve the Offer in accordance with the reverse takeover requirements under the UK Listing Rules ]

Replace the existing definition of ‘Closing Price’ in Precedent: Offer document—definitions (Appendix 5) with the following:

Closing Price • the

...

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Web page updated on 22/05/2026

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