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Advanced Takeover Code

2 Part Course  |  The Key Rules, Structure, Strategies & Tactics

Advanced Takeover Code Training Course

A one-day course presented in two half-day live webinars

Video Overview

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This two-part course is a "need to know" for:

  • all professionals advising on takeovers wishing to have a deeper understanding of key Takeover Code Rules and the strategies and tactics of bidders and target companies.

 

The content covered is going to give you a significant technical advantage in understanding how the Takeover Code Rules and market practice work, both prior to the announcement of a takeover and in the structuring and the conduct of the offer.

 

This course is also a “nice to know” for:

  • other advisers and corporates who wish to understand how takeover offers are played out.

  • Very knowledgeable trainer with over 20 years of corporate finance experience
  • Trainer has advised on both recommended and hostile UK public takeovers
  • Advanced course covering strategy and tactics as well as key rules
  • Course contains many recent takeover case studies
  • Issues are also illustrated with examples from personal experience
  • Course consistently rated excellent by attendees

  • Examine the key rules in the Takeover Code, which determine when announcements are needed and how the takeover should be conducted
  • Give an update on the Code conditions and timing changes of July 2021
  • Understand the rules for the contractual offer and scheme of arrangement structures, their timetables and their advantages and disadvantages
  • Consider the requirements of mandatory and partial offers
  • Be appraised of the strategies and tactics which bidders have used to initiate recommended and hostile takeovers
  • Look at how bidders have conducted and concluded their takeovers and the rules which affect them
  • See how target companies have defended themselves both in advance of a bid and during the bid
  • Examine the tactics and arguments which both sides employ in hostile bids

Part One

UK Takeovers: Key Rules and Structure

  • The UK takeover framework
  • Legal, UKLA and Takeover Code provisions 

Key Rules for the Conduct of Public Takeovers

  • Announcements
    • When possible/firm offer announcements are required
    • Advisers’ responsibilities for announcements
    • What is an untoward share price movement?
    • Example: De La Rue/Oberthur
    • Disclosures following announcements
    • Naming and Put Up or Shut Up
    • Contents of firm offer
  • Conditions/pre-conditions
    • Code changes in July 2021
    • When can conditions be subjective?
    • When can they be invoked?
    • What does Panel mean by material significance?
    • What pre-conditions are possible in firm offer announcements?
  • Minimum consideration following market purchases
  • Restrictions
    • No special deals
    • Management incentivisation in PTPs
    • Frustrating actions and exceptions
    • Example: Shire/Takeda
  • Squeeze out requirements
  • Overview of recent changes to rules

 The Structure of the Takeover

  • Contractual offers
    • The new contractual offer timetable from July 2021
    • How hostile offers are played out
    • Case study: Blue Circle/Lafarge
    • Timetables in competitive situations
    • Mandatory offer and whitewash requirements and uses
    • Partial and tender offers – rules and when they are useful
  • Schemes of arrangement
    • Development of schemes of arrangement
    • The rules for schemes and timetable
  • Structure: Scheme of arrangement or offer
    • Advantages and disadvantages compared to contractual offer
    • Schemes/offers facing shareholder opposition and competitive bids
    • Case study: Countrywide/3i
    • Case study: Dobbies/Tesco
    • Case study: Corus/Tata/CSN
    • Case study: KCOM/USS/Macquarie
    • Case study: Sky/Fox/Disney/Comcast

Part Two

UK Takeovers: Strategies and Tactics

  • Changes in marketplace which have affected takeovers 

Bidder Strategies and Tactics

  • Buying share stakes in Target
    • Advantages of buying share stakes before and during bid
    • Risks of buying stakes
    • Restrictions on stake-buying and regulatory requirements
    • Methods of acquiring stakes
    • Example: Coates/Orkem
    • Case study: Darty/FNAC/Conforama
    • Is it worth holding a large minority stake?
  • Irrevocable undertakings
    • Advantages of holding irrevocable
    • Attitude of shareholders
    • Hard and soft irrevocable
    • Non-binding letters of intent
  • Impact of Takeover Code changes
    • Return to traditional bid approach
    • Effect of 28 day PUSU and naming
    • Work which needs to be done before approach
    • Friendly negotiations or hostile offer?
    • Possible offers and bear hugs
    • Case study: Effect of Cadbury/Kraft
  • Timing considerations of firm offer announcements and bid
    • Speed of bid
    • Case study: Intu/Hammerson/Klepierre
    • Issues if US shareholders are present
  • Cash or share offer?
    • Advantages/disadvantages of cash and shares
    • Different mixes of consideration
    • Cash alternative structures
    • Other financing structures
    • Means of using foreign shares
  • Care with statements
    • Price and other future actions
    • Post-offer undertakings
  • Concluding the offer
    • When to increase offer
    • Are no increase and acceleration statements useful?
    • Example: SVG/HarbourVest 

Bidder Strategies and Tactics

  • Basic arguments for defence
  • Directors and advisers’ responsibilities in accepting/rejecting an offer
  • Measures before a bid
    • Keeping close to market
    • Identification of stakes
    • Position of pension fund
  • Negotiate, open books or make possible offer announcement?
    • Effects of a possible offer announcement and timing
    • Advantages of an auction
    • When should Target refuse to talk?
    • When to open up books?
    • Case Study: AstraZeneca/Pfizer
    • Case Study: Shire/AbbVie
  • Forecasts and undertakings
    • Profit/dividend forecasts
    • Restructuring and valuations
    • Share buy-backs and special dividends
    • What works best?
  • Pleadings
  • Anti-trust
  • White knight/squire
  • Bolster the board
  • “Get them before they get you” 

Bidder Strategies and Tactics

  • Conflicts of interest
  • Examining documents/statements
  • Case Study: Tactics in hostile takeover of GKN by Melrose
  • Financial and managerial arguments
  • Direct approach to shareholders/analysts

The trainer currently provides independent corporate finance advice and assistance to companies and professional firms, and gives advanced corporate finance training on takeovers, London listings and other UK market regulation.

Experience 

The trainer is a UK corporate finance adviser with broad experience of UK equity market regulation. Following a career in the City advising major European companies, for over 10 years now he has been presenting corporate finance training courses on takeovers, London listings and other UK market regulation, as well as providing independent corporate finance advice and assistance to clients and professional firms.

After graduating in modern languages from Downing College, Cambridge, he qualified as a chartered accountant with Price Waterhouse.

He then spent three and a half years working at S. G. Warburg advising on a wide range of corporate finance transactions before joining Paribas in London, where he spent the next fourteen years, becoming a director and head of cross-border corporate finance. Following this, he spent two years in the London office of Mazars, where he was partner in charge of international corporate finance.

During this period in the City, he gained extensive corporate finance experience and worked with corporate clients from many countries, in particular from the UK and France: he is fluent in French and 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 (e.g. Lafarge/Blue Circle, Infogrames/Gremlin), restructurings (e.g. Eurotunnel), privatisations (e.g. British Telecom), private acquisitions and sales, listings and equity and equity linked issues.

During the last ten years, he has produced and delivered many corporate finance training courses, in particular specialising in the development of the Takeover Code and takeover tactics and stock market regulation for companies quoted in the UK, including the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules.

Previous Deals

The trainer has advised on a wide range of complex transactions, both medium-sized and large. These have included the public takeover bid by Lafarge SA for Blue Circle plc, the restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom, as well as private acquisitions and sales, UK listings and equity issues.

Training Style

The trainer draws on his extensive technical knowledge and illustrates subjects with relevant examples from his own experience and other recent transactions.

He encourages interactive discussion and welcomes questions from delegates as well posing them himself in order to ensure that points have been fully understood.

This trainer also teaches Introduction to The Takeover Code, Introduction to the FCA Listing, Disclosure and Transparency and Prospectus Rules &  Advanced FCA Listing Rule.

This course covers key rules in the Takeover Code regulating takeovers and the bid strategies and tactics that are used in the current marketplace.

The tactical advantage that possible bidders have had in takeovers has changed since the Code Review and the course examines the numerous effects this has had on bidder and target strategies.

Participants will learn how takeovers are conducted from the initial stages to the completion or lapsing of the bid and will gain an understanding of which strategies and tactics have and which have not worked. This is illustrated with examples from many transactions including the recent hostile takeover of GKN by Melrose and the on-going contested takeover of Sky by Disney/Fox and Comcast.

  • It was a well structured presentation, delivered by a very knowledgeable presenter who delivered the course content with perfect clarity.
Number of places:
Part 1
Number of places:
Part 2

£695.00

Per participant per part
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