Key Benefits
- Understand how the Takeover Code and Takeover Panel operate, including when the Code applies and how the key principles work in practice
- Examine the requirements for announcements, independent advice, dealing restrictions, and disclosures during an offer period
- Build practical knowledge of voluntary, mandatory, and partial offers, including bid conduct and timetables
Do You Need to Attend This Course?
This two-part introductory course is a "need to know " for:
All professionals advising on takeovers of UK-quoted companies. The content covered is going to give you a significant technical advantage in understanding the code changes and requirements when a takeover is being planned and when it is being executed
Sessions are a “nice to know ” for:
Other advisers and corporates wishing to understand the Takeover Code Rules
Technical Content
Introduction to the Takeover Code
How does the Takeover Panel operate?
Companies, transactions and persons subject to the Code
Enforcement of the Code
Example: Rangers International/Dave King
The Six General Principles and their application
Key Code Definitions
The Approach, Announcements and Independent Advice
Secrecy (Rule 1)
When announcements are required
Example: Smith & Nephew/Johnson & Johnson
Announcements of possible offers and naming
UK Takeover Panel disclosure table
Terms and pre-conditions in possible offers
Example: AstraZeneca/Pfizer
Automatic 28-day PUSU (Put up or Shut up)
Formal sale processes
Firm offer announcements (Rule 2.7)
Consequences of the statement of intention not to make an offer
Irrevocable commitments
Independent advice (Rule 3 Takeover Code)
Dealing Restrictions, Disclosures and Share Purchases
Prohibited dealings (Rule 4)
Consideration to be offered (Rules 6 and 11)
Consequences of certain dealings (Rule 7)
Disclosure requirements in the offer period (Rules 8 and 38)
Timing restrictions on the acquisition of shares and exceptions (Rule 5)
Voluntary Offers
The acceptance condition (Rule 10)
Long-stop date (Rule 12)
Pre-conditions and conditions in firm offers (Rule 13)
Example: Sky/Fox
Partial offer requirements (Rule 36)
Mandatory Offers
When required (Rule 9)
Conditions that are possible
Price payable
Example: Sky/Fox/Disney
Whitewash procedure
Purchase of own shares (Rule 37)
Example: Blue Circle/Lafarge
Provisions Applicable to all offers
Multiple classes of share capital (Rule 14)
Warrants and Convertibles (Rule 15)
Deals with favourable conditions and management incentivisation (Rule 16)
Example: Xstrata/Glencore
Announcement of acceptance levels (Rule 17)
Restrictions following offers and partial offers (Rule 35)
Conduct during the offer
Standards of care for Information (Rule 19)
Responsibility for the information
Unacceptable statements
Example: Shire/AbbVie
Post-offer undertakings and statements of intention
Example: Cadbury/Kraft
Example: Sky/Comcast
Equality of information (Rule 20)
Restrictions on frustrating action (Rule 21 Takeover Code)
Documents
Overview of document rules (Rules 23 to 27)
Distribution of documents and Takeover Panel checklists (Rule 30)
Profit Forecasts, QFBS and Asset Valuations (Rules 28 and 29)
Different types of profit forecast
Reporting requirements
Disclosures for Quantified Financial Benefit Statements
Consensus forecasts
Asset valuation reporting requirements
Outline Timetables (Rules 31 to 34 and Appendix 7)
Contractual offers revised July 2021
Schemes of Arrangement
Training Objectives
Receive a thorough introduction to the UK Takeover Panel and its rules, the rationale for the Takeover Code and when it’s applicable
Explore the six general principles and their application in practice
Understand the key code definitions relevant to the rules
Examine the rules relating to announcements and independent advice
Discover dealing restrictions, disclosures and share purchases and the rules relating thereto
Understand the principles behind mandatory offers and whitewashes
Get to grips with the procedure for voluntary offers and related rules
Be apprised of the conduct during the offer and the bid timetable, including July 2021 changes
Cover the use of profit forecasts, QFBS and asset valuations, and relevant rules
Training Course Summary
In this introductory course, participants learn how the Takeover Panel and the Code operate. Sessions examine the circumstances under which the Takeover Code is applicable, covering the relevance of the key principles and rules of the code alongside application in practice.
Training covers the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers and the parties’ conduct during an offer period. The course concludes with a timetable assessment for a bid executed by contractual offer or by the scheme of arrangement.
In addition to comprehensive slides, the course documentation includes detailed notes on the rules and the current annual report of the UK Takeover Panel.
Your trainer
Course Trainer · 10 yrs experience
- Corporate Finance Regulatory Courses
Experience Leading this introductory session is a UK corporate finance adviser with broad experience in UK equity market regulation. Following a career in the City advising major European companies, he has been presenting corporate finance training courses on takeovers, London listings and other UK market regulations for over a decade. He also provides independent corporate finance advice and assistance to clients and professional firms. After graduating in modern languages from Downing College, Cambridge, this expert qualified as a chartered accountant with Price Waterhouse. From here, he spent three and a half years working at S. G. Warburg, where he advised on a wide range of corporate finance transactions before joining Paribas in London. He spent the next fourteen years becoming director and head of cross-border corporate finance. Following this, he spent two years in the London office of Mazars as a partner in charge of international corporate finance. Whilst in the city, he gained extensive corporate finance experience, working with corporate clients from many countries, in particular the UK and France. Fluent in French, he spent two years working in the head office of Paribas Paris. He has advised on a wide range of complex UK transactions, both medium-sized and large, including public takeovers, restructurings, privatisations, private acquisitions and sales, listings and equity and equity-linked issues. Over the last decade, this expert has produced and delivered many corporate finance sessions and specialises in the development of the Takeover Code and tactics, including stock market regulation for companies quoted in the UK, including the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules. Previous Deals Our trainer has advised on a wide range of complex transactions, both medium and large. These have included the public takeover bid by Lafarge SA for Blue Circle plc and by Infogrames SA for Gremlin plc, the restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom, as well as private acquisitions and sales, UK listing and equity issues. Training Style Sessions draw on his extensive technical knowledge, illustrating subjects with relevant examples from his own experience and other recent transactions. The trainer encourages interactive discussion, welcoming questions from delegates and posing them himself to ensure points have been fully understood. This expert also presents the following courses: Advanced Takeover Code; Introduction to the FCA Listing, Disclosure and Transparency and Prospectus Rules; and, as in-house only, Public to Private Takeovers; Secondary Equity Offerings.
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