Archives: Takeovers

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Takeover Code Consultation

The Code Committee of the Takeover Panel has published PCP2017/1 consulting on a number of proposed amendments to the Takeover Code in relation to asset sales in competition with an offer and other matters. The background to one of the consultation issues is that in late 2016, there were two cases in which the board of an offeree … Continue Reading

Takeover Schemes and Share Splitting

A recent case has help to clarify a perceived risk area relating to the use of schemes of arrangement to effect takeovers. In recent years schemes of arrangement have become the preferred mechanism for affecting recommended takeovers because they offer a number of perceived advantages over the alternative route of a recommended offer, including the … Continue Reading

Unusual Case of Cold-Shouldering

In only the third case of its kind in the history of the Takeover Panel, the Panel has used its disciplinary power to declare a person to be someone who, in its opinion, is not likely to comply with the Code.  This has the consequence of triggering “cold-shouldering” i.e. professional members are obliged in certain circumstances not to act … Continue Reading

The Takeover Panel Consults

The Code Committee of the Takeover Panel has published a public consultation paper, PCP 2016/1, setting out proposed amendments to the Takeover Code (the “Code”) with regard to the communication and distribution of information and opinions during an offer by, or on behalf of, an offeror or the offeree company. The Code Committee considers that … Continue Reading

Takeover Timing

The Takeover Appeal Board has considered the wording in Rule 2.6(d) of the Takeover Code, which deals with the time by which a publicly identified potential offeror, which is in competition with an announced firm offeror, must clarify its intentions in relation to the offeree company. By way of background, on 14 October, Capita plc … Continue Reading

Recent Market Activity

Recent market activity: IPOs Kainos Group plc offer of existing shares and admission to premium listing and to trading on the Main Market of the London Stock Exchange. £164m Prospectus Sophos Group plc underwritten global offer of new and existing shares and admission to premium listing and to trading on the Main Market of the London Stock … Continue Reading

Treatment of Dividends Consultation

The Takeover Panel Code Committee has outlined proposed amendments to the Takeover Code in relation to the treatment of dividends paid by an offeree company to its shareholders. The proposed amendments relate to: Reserving the right to reduce the offer consideration if a dividend is paid. It is proposed that if the offeror reserves that … Continue Reading

Revised Fees and Charges in Takeovers

The Takeover Panel has amended the fees and charges which are payable in accordance with section 13 of the Introduction to the City Code on Takeovers and Mergers and included the introduction of, among other things, new bands to the scale of charges for offer documents and “whitewash” documents. The changes come into effect on … Continue Reading

Schemes of Arrangement & Stamp Duty

The Companies Act 2006 (Amendment of Part 17) Regulations 2015 (SI 2015/472) amend the Companies Act to prevent the use of share cancellations by target companies in takeovers conducted using schemes of arrangement.  Companies will be required to use a ‘transfer’ scheme of arrangement or a contractual offer, on which stamp duty or stamp duty … Continue Reading

Changes to Takeovers by Scheme of Arrangement

The Government has published The Companies Act 2006 (Amendment of Part 17) Regulations 2015 (SI/2015 Draft) which will prohibit a company from reducing its share capital as part of a scheme of arrangement where the purpose is to implement certain takeovers or mergers. In the context of takeovers, there are two main types of schemes … Continue Reading
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