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Takeover Code—Rule 32—Revision

Takeover Code—Rule 32—Revision This Resource Note outlines the main provisions of Rule 32 of The City Code on Takeovers and Mergers (Code), which deals with revisions of offers, including the requirements to publish a revised offer document, no increase statements, competitive situations and the offeree board’s opinion on any revised offer. It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 32. Materials covered in this Resource Note include: • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • Annual Reports published by the Panel containing discussion of general issues (Annual Reports) • relevant Lexis+® UK...

Takeover Code—Rule 33—Alternative offers

Takeover Code—Rule 33—Alternative offers This Resource Note outlines the main provisions of Rule 33 of The City Code on Takeovers and Mergers (Code), which deals with alternative offers. It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 33. Materials covered in this Resource Note include: • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • Annual Reports published by the Panel containing discussion of general issues (Annual Reports) • relevant Lexis+® UK resources Mini-index Rule 33—Setting the scene Rule 33.1—Timing and revision Rule 33.2—’Mix and match’ elections Rule 33—Related Code Rules, Notes and Appendices ...

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Offer document—loan note alternative

Offer document—loan note alternative Definitions Include the following definitions as appropriate in Precedent: Offer document—definitions (Appendix 5): Alternative TTE instruction • a TTE instruction meeting the requirements set out in paragraph [13.2(c)] of Part II of the Offer Document Loan Note Alternative • the loan note alternative available under the Offer pursuant to which Offeree Shareholders may elect to receive Loan Notes instead of all or part of the cash consideration to which they would otherwise be entitled under the Offer, particulars of which are set out in [Appendix X] to this document Loan Noteholder • a holder of Loan Notes Loan Note Instrument • the instrument constituting the Loan Notes, to be executed by [Offeror] conditionally upon the Offer becoming or being declared unconditional Loan Notes • the Loan Notes to be issued by pursuant to the Loan Note Alternative Noteholder Resolution • means either: (a) a resolution passed at a meeting of the Loan Noteholders duly convened and held in accordance with the provisions of the...

Rule 2.7 (firm intention) announcement—scheme of arrangement

Rule 2.7 (firm intention) announcement—scheme of arrangement Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the United States of America, Canada, Australia or Japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. [ THIS ANNOUNCEMENT IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF, ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE acquisition OR OTHERWISE. THE scheme DOCUMENT OR, IF [Offeror] ELECTS TO SWITCH TO An offer, THE offer DOCUMENT, WHICH WILL CONTAIN THE FULL TERMS AND CONDITIONS OF THE PROPOSED ACQUISITION, INCLUDING DETAILS OF HOW to vote in respect of THE scheme. ANY RESPONSE TO THE OFFER SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION IN THE scheme DOCUMENT OR offer DOCUMENT (AS APPROPRIATE). New...

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Are there any restrictions for an AIM listed plc company granting secured loan notes and issuing securities?

Are there any restrictions for an AIM listed plc company granting secured loan notes and issuing securities? IP COMPLETION DAY: 11pm (GMT) on 31 December 2020 marks the end of the Brexit transition/implementation period entered into following the UK’s withdrawal from the EU. At this point in time (referred to in UK law as ‘IP completion day’), key transitional arrangements come to an end and significant changes begin to take effect across the UK’s legal regime. This document contains guidance on subjects impacted by these changes. Before continuing your research, see Practice Note: What does IP completion day mean for DCM lawyers? [Archived] Can Precedent: Loan note instrument—sellers be used for the issue of loan notes by an AIM listed company? Precedent: Loan note instrument—buyout—sellers is described as ‘a loan note instrument for the issue of loan notes by a private limited company as buyer to a seller in the context of the sale by the seller and purchase by the buyer of shares or assets, whether under...

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UK public M&A Trend Report update (1 Jul–30 Sep 2017)

Lexis®PSL Corporate and Market Tracker has conducted research to examine the current trends in UK public M&A for the period 1 July 2017 to 30 September 2017.