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The City Panel on takeovers and mergers

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Training course summary

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Participants will gain a thorough understanding of the composition and objectives of the Takeover Panel and how its General Principles and Rules operate to regulate takeover activity in the UK. A public offer, whether friendly or hostile, is considered from the point of view of both offeror and offeree with a discussion of hostile tactics and appropriate defences. The specific terms and conditions attaching to mandatory, voluntary and partial offers are reviewed together with the provisions required to be included in all offers for public companies. The Rules of the Takeover Code are examined in detail in respect of making the appropriate announcements, launching an offer, drafting the required documents and managing the process from beginning to end. Permitted and prohibited share dealings (including the Substantial Acquisitions Rules) are highlighted and the Code Timetable is analysed from Day 0 (the posting of the offer document) through to Day 95 (the last day for payment of the consideration).

Regions:
  • All Areas
Delivery:
  • In House
Category:
Difficulty:
  • Intermediate

Further Details

The following sets out the content of the course in the approximate order in which it will be discussed during the day. The Takeover Panel • Fundamental objectives • The Ten General Principles • Flexibility & the Panel Executive • The Panel and the courts • Overlapping regulations • Rulings, remedies, sanctions & appeals • The OFT and the Competition Commission • The European Takeover Directive Launching and managing a takeover bid • Secrecy, the approach & announcements • Hostile, friendly & contested bids • Cash offers & share offers • The offer period, revisions, extensions & lapse • Concert parties & mandatory offers • Voluntary, alternative and partial offers • Equality of treatment • Independent advice & conflicts of interest • The “squeeze out” provisions Contents of documents • The offer document & defence document • Disclosure of relevant information • Guidance on standards • Conditions of the offer • Irrevocable undertakings & break fees • Documents on display Conduct during the offer • Detailed analysis of timetable (Days 0 to 95) • Hostile bid and defence strategies & tactics • “White Knights”, “Poison pills”, unbundling etc. • Provision of information to competing offerors • Restrictions on frustrating action • Profit forecasts & asset valuations Share dealings • Buying shares before & during an offer • Offeree’s purchase of own shares • Prohibited dealings • Disclosure requirements

Guide price

£3,200 per day + VAT

 

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