The Takeover Code Update

Course details

  • Date  15 October 2014
  • Time  09:30  -  13:00
  • Location  London
  • CPD Hours  3
  • Delegate Rate  £400 excl. VAT

  • Event type  Short Course

Course Overview:

New rules for profit forecasts and quantified financial benefits statements (formerly merger benefits statements) came into effect on 30 September 2013 following a long consultation. The rules set out different requirements depending on the timing and nature of the forecasts and the requirements for benefits statements have been extended and made more detailed. Standards are also set for analyst, third party and consensus profit forecasts’ which are referred to.

In addition, on 30 September, rules for the disclosure of material changes in information during offers were updated, and the companies subject to the Code changed, resulting in many AIM companies becoming subject to the Code for the first time. There are also new requirements with regard to pension scheme trustees, which were implemented in May 2013.

This half day Takeover Code course examines these new rules and also looks at the key changes resulting from the Takeover Code Review and the impact they have had on takeovers since they came into force. The Takeover Code Review has affected the way takeovers are planned and negotiated as well as the disclosures made in documents, and the Takeover Panel is monitoring certain areas closely to ensure the new rules are fully complied with.


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”