SGS 8 (Takeover) Flashcards
When does the offer period begin?
With the talks announcement or firm intention announcement.
When is Day 0?
when the offer document is posted.
What must be considered with regard to an announcements question?
Tigger events
Announcement
Responsibility
When is a Talks announcement made, and what does one additionally need to consider?
When the parties are not yet ready to make a firm intention announcement.
R2.6(a): must on the 28th day after make a firm intention or no intention to make an offer announcement.
If an offeror makes a firm intention announcement, was must they ensure?
They have sufficient cash resources to finance the scheme.
Confirmation by financial advisers that resources are available for the cash element of consideration.
Must an offeror who has made a firm intention announcement proceed with the offer?
Yes, unless permitted to invoke preconditions or competition has announced a firm intention to make a higher offer, 2.7(b).
What requirement is triggered when the offer period begins?
R 2.9, offered must disclose details of relevant securities in issue.
Whose responsibility is it to make announcements?
R 2.3
before approach to board, responsibility of offeror
After approach, offeree
Mandatory offer - offeror is responsible.
What rules ought one consider if an offeror is looking to acquire 30% shares in a company?
Rule 5 prohibition unless exception of single shareholder acquiring in a seven day period applies.
Rule 9 - triggers a mandatory offer.
Rule 9 Considerations?
Potential issues:
Offeror may not want to acquire the whole company
Offer cannot contain any conditions except requiring acceptances in respect of shares carrying over 50% voting rights and a condition relating to Rule 12 (competition issues.)
If in cash, must be at highest price paid over 12 months prior to announcement of offer
Rule 6 basics?
If buy shares on market 3 months before offer, between commencement of offer period and before Rule 2.7 or after 2.7, then must pay highest price paid.
Rule 11?
Any shares bought for cash during or 12 months preceding offer period, price paid must match highest price paid and be in the form of cash.
PDD?
Public Dealing Disclosure made by both offeror and offeree if either deals in any relevant securities of any party to the offer (other than a cash offeror) during an offer period for its own account.
When is DTR 5 triggered?
Share dealings must be disclosed to issuer where the shareholding
reaches, exceeds or falls below 3%
OR
Changes by 1% upwards or downwards, between 3 and 100%.
When is the latest time the Takeover Panel would be expected to be notified of a movement in the offeree company’s share price?
The day of movement (i.e. before the beginning of the trading day after).
