Timetable for Open Offer

Question 1

General

Answer 1

• LR 9.5.7AR: open offer must remain open for acceptance for at least 10 business days starting with the date on which the offer is first open for acceptance (same as the requirement under LR 9.5.6R for rights issues)
• An open offer bears similarities to rights offers, except the application forms are not tradeable. As a result, they can be posted to SHs immediately on impact day even if a GM is required (unlike for a rights issue, when companies have to wait until after the GM before making the offer to shareholders and posting the PALs).
  As a result, the timetable allows for the GM time period to overlap with the offer period, shortening the timetable considerably.
• The timetable below assumes that the conditions of ss.307A(2)-(4) CA 2006 are satisfied and that the notice period of the meeting can be reduced to 14 clear days (s.307A(1)(a) CA 2006).

Question 2

Timetable

Answer 2

1. 10 working days prior to ID - Latest day to submit Prospectus PRR 3.1.6R(2)(a).
2. Impact Day – Day 0
   • Announcement made to RIS: LR 9.6.4(1)R
   • Prospectus approved and published
   • Separate circular (if used) posted – though notice of GM often incorporated in the prospectus.
   • Note that, as the application forms are not tradeable instruments, they can be posted to shareholders on Impact Day if a GM is required and offer is open for acceptance and runs concurrently with the notice of the GM.
3. 10 business days from when offer is first open (so 10 business days from ID): LR 9.5.7AR
   • Earliest last date for acceptance for payment = at least 10 business days from when the offer is first open for acceptance: LR 9.5.7AR (open offer must remain open for acceptance for at least 10 business days starting with the date on which the offer is first open for acceptance (same as the requirement under LR 9.5.6R for rights issues))
   • N.B. where a GM is required, the open offer is generally left open until after the GM and all acceptances are made conditional on shareholder approval being obtained at the GM.
4. Date of AGM – Day 17
   • 2 days posting (1147(2) CA) and 14 clear days’ notice (307(a)(1)(a)) and s. 360 (provided a longer period not specified in the articles – s. 307A(6)
   So note that where no GM required, timetable for open offer and rights issue are pretty much the same, where they are required, the open offer route is much quicker (Day 17 as opposed to 32)