The Takeover Code Update

Course Content:

New Rule 28 for profit forecasts and quantified financial benefits statements (“QFBS”)

• Revised definitions
• Modified requirements during offer period or after approach
• Proportionate requirements before approach
• “Ordinary course profit forecasts”
• Future financial periods
• Offers by management or controllers
• Possible dispensations
• Exemptions for certain profit estimates and preliminary statements
• Requirements for QFBS
• Compilation of forecasts and QFBS
• Endorsed third party profit forecasts
• Use of consensus forecasts

New Rule 27 for material changes in information

• Announcement or document
• Information in subsequent documents

Pension scheme trustee issues

• Schemes to which rules apply
• Requirements for offeror to disclose intentions
• Provision of documents
• Publication of trustees’ opinion
• Agreements between offeror and trustees

Companies subject to the Takeover Code

• Companies no longer subject to residency test
• Companies still subject to residency test
• Changes to 10 year rule
• Impact on AIM companies and convertible securities

Key Code Review changes and impact on bids

• Protection against protracted “virtual bids”
  • Naming of potential offeror
  • Automatic 28 day “Put Up or Shut Up”
  • Extensions and withdrawals
  • Exceptions
  • Bid statistics
• Prohibition of deal protection measures and break fees
  • Agreements prohibited and those still possible
  • Panel’s concerns on cooperation agreements and irrevocables
  • Dispensations granted from prohibition
  • Use of Schemes of Arrangement
• Improvements to disclosure
  • Disclosures of fees, expenses and financial information
  • Exceptions to disclosures on financing of offer
  • Documents on display
• Interests of offeree’s employees
  • Panel’s issues on disclosures of offeror’s plans
  • Employee representatives’ opinions

What our clients are saying about the course

“A very clear explanation of each change with examples from the market”

“The trainer had in depth expertise of takeover matters and was able to provide plenty of practical scenarios which helped bring more meat to the technical aspects of the course”