Does the UK Takeover Code apply?

Does the UK Takeover Code apply?

The Takeover Code applies to any public company which has its registered office in the UK, the Channel Islands or the Isle of Man, as well as to some private UK companies. It also applies in part to some companies incorporated in the European Economic Area which are listed in the UK.

How does the takeover code work?

When a person or group acquires interests in shares carrying 30% or more of the voting rights of a company, they must make a cash offer to all other shareholders at the highest price paid in the 12 months before the offer was announced (30% of the voting rights of a company is treated by the Code as the level at which …

What is a Rule 2.7 offer?

Rule 2.7 Announcement means the press announcement released by Acquisition SPV and the Target to announce a firm intention on the part of Acquisition SPV to make an offer to acquire the Target Shares on the terms of the Scheme or the Offer (as applicable) in accordance with Rule 2.7 of the Takeover Code.

What is a Rule 2.8 announcement?

Rule 2.8: Statements of intention not to make an offer (six-month rule) When a ‘no intention to bid’ statement is made. Rule 2.8 restrictions.

Does Takeover Code apply to AIM?

Currently, the Code only applies to an AIM-listed company which is the target of a takeover bid if the Takeover Panel, which created and enforces the Code, considers it to be “centrally managed and controlled” in the UK, Channel Islands or Isle of Man.

What is a Rule 2.4 announcement?

The announcement of a possible offer under Rule 2.4 of the Takeover Code, either by a potential bidder that it is considering making an offer or by a target company that it is in talks with a potential bidder, or has received an approach from a potential bidder.

What is the purpose of Takeover Code?

One of the objectives of the Takeover Code is to provide the public shareholders an opportunity to exit their investment in the target company when a substantial acquisition of shares in, or takeover of the target company takes place, on terms that are not inferior to the terms on which substantial shareholders make …

What is Rule 8.3 of the Takeover Code?

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an …

What is a 2.4 announcement?

What is a leak announcement?

A news leak is the unsanctioned release of confidential information to news media. It can also be the premature publication of information by a news outlet, of information that it has agreed not to release before a specified time, in violation of a news embargo.

What is open offer under takeover code?

The open offer is thus a fancy legal terminology to describe the takeover offer whereby to acquire another listed company (Target) an acquirer has to propose an offer to its existing shareholders to sell their shares at an offer price determined by the acquirer.

How does the Takeover Code apply to takeovers?

They apply to takeovers and other matters to which the Code applies. They are expressed in broad general terms and the Code does not define the precise extent of, or the limitations on, their application. They are applied in accordance with their spirit in order to achieve their underlying purpose.

When does a takeover offer have to include a cash alternative?

When interests in shares carrying 10% or more of the voting rights of a class have been acquired by an offeror (i.e. a bidder) in the offer period and the previous 12 months, the offer must include a cash alternative for all shareholders of that class at the highest price paid by the offeror in that period.

What do shareholders need to know about a takeover?

All shareholders must be given the same information. Those issuing takeover circulars must include statements taking responsibility for the contents. Profit forecasts, quantified financial benefits statements and asset valuations must be made to specified standards and must be reported on by professional advisers.