The German Federal Court (Bundesgerichtshof – II ZB 12/21) has rendered a landmark decision in an appraisal dispute (Spruchverfahren) allowing the evaluation of enterprises based on their stock price for German corporate reorganisation measures. This decision can make appraisals of undertakings involved in a post-merger scenario much easier. It may solve many appraisal disputes with … Continue Reading
The Financial Conduct Authority has published its final changes to the Listing Rules in order to encourage SPACs (special purpose acquisition companies) to list on the London Stock Exchange. The new rules will come into force on 10 August 2021. The FCA consulted previously on the listing of SPACs, noting the need to balance investor … Continue Reading
The Takeover Panel has published details of amendments to the Takeover Code, effective from 8 January. When a firm intention to make an offer is announced, the announcement will need to include a new requirement, namely the offeror’s intention with regard to the business, employees and pension scheme(s) of the offeree company. The notes to the new … Continue Reading
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
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
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 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
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: 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. 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 Exchange. … Continue Reading
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
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
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
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
