Takeover Panel Definition

GLOSSARY

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What does Takeover Panel mean?

The Panel on Takeovers and Mergers, an independent body established in 1968, whose main functions are to issue and administer the Code and to supervise and regulate takeovers and other matters to which the Code applies in accordance with the rules set out in the Code. Its statutory functions are set out in and under CA 2006, ss 942–965 (Chapter 1 of Part 28).

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Timetable—hostile offer

Timetable—hostile offer This is a detailed timetable for a hostile takeover offer. It has been compiled by reference to the provisions of the City Code on Takeovers and Mergers (Code) and relevant statutory rules. The timetable covers the steps leading up to the announcement of a firm intention to make an offer (Rule 2.7 announcement) up until the completion of any ‘squeeze-out’ procedure. Changes can occur to the timetable: for example, document preparation may take a shorter time than planned or the emergence of a rival offer may cause the timetable to default to that of the competing offeror. For other examples of timetables used on takeover transactions, see: • Timetable—recommended offer • Timetable—scheme of arrangement Public company takeovers quiz: Part 3 of our public company takeovers quiz includes questions which tests users’ knowledge of the new offer timetable for takeover transactions. The quiz is in multiple choice format and at the end of each question the correct answer is displayed together with feedback and links to relevant materials. The...

Re-registration of a company: from public to private—checklist

Re-registration of a company: from public to private—checklist This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a public limited company to re-register as a private limited company under section 97 of the Companies Act 2006 (CA 2006). It covers: • Preliminary considerations • Documentation • Meetings and procedures • Companies House filings and certificates • Cancellation of listing and trading—additional matters • Post-registration matters Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Consult with the Takeover Panel for guidance as to the appropriate disclosures to be made to the company's shareholders and recommended wording to include in the circular to shareholders.Draft relevant section of the circular to shareholders providing an explanation of the City Code on Takeovers and Mergers (Code) and the protections it affords to shareholders that will be lost on re-registration, and send to the Panel Executive for its prior approval. Takeover Panel: Note to advisers in relation to re-registering...

Timetable—hostile offer—before 5 July 2021 [Archived]

Timetable—hostile offer—before 5 July 2021 [Archived] This archived timetable covers the key steps on a hostile offer that is announced before 5 July 2021. It has not been maintained since the Code’s revision in July 2021. For other examples of timetables used on takeover transactions, see: • Timetable—recommended offer—before 5 July 2021 • Timetable—recommended offer • Timetable—hostile offer • Timetable—scheme of arrangement On 31 March 2021 the Takeover Panel (Panel) published a response statement in which it confirmed that it would be proceeding with amendments to the Code relating to the treatment of offer conditions and the offer timetable. The amended Code applies to all firm offers which are announced on or after 5 July 2021 (implementation date), except where to do so would give the amendments retroactive effect. Any ongoing firm offers which straddle the implementation date, and any offers announced on or after the implementation date which are in competition with such ongoing offers, continue to be subject to the unamended provisions of the Code. Appendix D to...

FCA enforcement essentials—investigations

FCA enforcement essentials—investigations Lexis+® UK Financial Services FCA/PRA Enforcement Database: This incorporates detailed information on all substantive FCA and PRA Final Notices and, where available, Decision Notices from 2014 onwards. The Database, available here, may be searched and filtered by rule breach, keyword, sector, date, seriousness, aggravating and mitigating factors, financial penalty, and other actions such as referrals to the Upper Tribunal. Note: In February 2024, the FCA published consultation paper CP24/2: Our Enforcement Guide and publicising enforcement investigations - a new approach. If the FCA’s proposals are implemented, this Practice Note will be impacted. For further information and links to news analysis, see Practice Note: FCA enforcement essentials—publicity — FCA CP24/2—a new approach to the Enforcement Guide and publicising enforcement investigations. This Practice Note addresses: • the Financial Conduct Authority’s (FCA) enforcement priorities • the FCA’s enforcement toolkit • statistical data on FCA investigations • the FCA’s approach to opening an enforcement investigation • the initial stages and investigative steps in the FCA’s enforcement process once a...

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Notice of general meeting—open offer

Notice of general meeting—open offer this document is important and requires your immediate attention If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should immediately consult your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000. If you have sold or otherwise transferred all of your shares in the capital of the Company, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other person through whom the sale or transfer was effected for transmission to the purchaser or transferee. [However, such documents should not be forwarded, distributed or transmitted in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.] If you sell or transfer, or have sold or otherwise transferred, only part of your holding of...

Nominated adviser and broker agreement

Nominated adviser and broker agreement This Agreement is made on [insert day and month] 20[year] Parties 1 [insert name of company] a company incorporated in [England and Wales] with registered number [insert company number] whose registered office is at [insert address] (the Company); and 2 [insert name of the nominated adviser] a company incorporated in England and Wales with registered number [insert company number] whose registered office is at [insert address] (the Nomad). Recitals (A) [The Company is seeking admission to trading on AIM of the whole of its ordinary share capital OR The whole of the ordinary share capital of the Company is admitted to trading on AIM]. (B) The Nomad has agreed, on the terms and conditions set out in this Agreement, to act as Nominated Adviser [and [exclusive] Broker] to the Company (as such role[s] [is OR are] defined by the AIM Rules for Companies published by the London Stock Exchange). 1 Definitions and interpretation 1.1 In this Agreement, unless...

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What are the options for emergency equity fundraisings for listed companies in light of the coronavirus (COVID-19) pandemic?

What are the options for emergency equity fundraisings for listed companies in light of the coronavirus (COVID-19) pandemic? With the coronavirus (COVID-19) pandemic continuing to cause significant economic turmoil, many listed companies may need to raise funds quickly through equity capital fundraisings. Equity fundraisings can be split into two different types: pre-emptive offerings and non-pre-emptive offerings. In a pre-emptive offering, such as a rights issue or an open offer, shareholders are given the opportunity to subscribe in the fundraising pro-rata to their existing shareholdings. In a non-pre-emptive offering, such as a placing, shares are offered to selected investors and this will see the holdings of existing shareholders in the company diluted. The key types of secondary fundraisings which a listed company may consider in an emergency situation are discussed below. Placing In a placing, shares are usually offered to a selected group of institutional investors for cash. The placing is generally structured so that it falls within one of the exemptions from the requirement to publish...

What potential liabilities does a financial adviser face when providing a ‘fairness opinion’ on a takeover transaction?

What potential liabilities does a financial adviser face when providing a ‘fairness opinion’ on a takeover transaction? Fairness opinion A ‘fairness opinion’ is usually understood as meaning a professional opinion provided by an investment bank or other adviser as to whether the price and/or other terms offered in an M&A transaction is fair and reasonable. In the context of a public company takeover transaction which is subject to the City Code on Takeovers and Mergers (Code), the term is usually understood to refer to the competent independent advice that the offeree board is required to obtain as to whether the financial terms of any offer (including any alternative offers) are fair and reasonable (Code, Rule 3.1). The offeree board circular (which on a recommended bid is usually incorporated into the offer document) is required to include the substance of the advice given to the offeree board by the independent adviser (Code, Rule 25.2(b)). The Takeover Panel has indicated that an adviser does not incur absolute liability...

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Share Incentives weekly highlights—14 November 2024

This week's edition of Share Incentives weekly highlights includes (1) publication of Finance Bill 2024–25, (2) a change in the bonus rates for SAYE schemes and (3) a new Q&A which considers the requirements of the 'trustee independence condition' in respect of employee ownership trusts (EOTs), which was announced as part of Autumn Budget 2024 and for which draft legislation has also been published.

Banking and Finance weekly highlights—14 November 2024

This week's edition of Banking and Finance weekly highlights includes: (1) The LMA publishes draft provisions for green loans; (2) The Takeover Panel has published a Response Statement setting out the responses to its consultation on companies subject to the Takeover Code; and (3) The European Banking Authority publishes follow-up report on the supervision of non-performing exposures.

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