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Advanced Takeover Code

2 Part Course  |  An Examination of the Key Rules, Structures, Strategies & Tactics of UK Takeovers

A group of colleagues collaborate on a presentation in a conference room

A one-day course presented over two-half days in a virtual class from 9:30am to 1:00pm UK time

Part One

UK Takeovers: Key Rules and Structure

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

Key Rules for the Conduct of Public Takeover

  • 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
    • Formal sale process
    • Example: Renishaw
    • 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 (Public to Private bids)
    • Frustrating actions and exceptions
    • Example: Shire/Takeda
  • Squeeze out requirements
  • Overview of recent changes to the Takeover Code rules

The Structure of the Takeover

  • Contractual offers
    • The 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 scheme of arrangement takeovers
    • The rules for schemes and timetable
  • Structure: Scheme of arrangement or contractual offer
    • Advantages and disadvantages compared to the contractual offer
    • Schemes/offers facing shareholder opposition and competitive bids
    • Case study: Countrywide/3i
    • Case study: Dobbies/Tesco
    • Case study: KCOM/USS/Macquarie
    • Case study: Morrisons/Fortress/CD&R
    • Case study: Vectura/Philip Morris International (PMI)/Carlyle
    • Case study: Sky/Fox/Disney/Comcast

Part Two

UK Takeovers: Strategies and Tactics

  • Changes in the takeover market

Bidder Strategies and Tactics

  • Buying share stakes in Target
    • Advantages of buying share stakes before and during the 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 the traditional bid approach
    • Effect of 28-day PUSU and naming
    • Work which needs to be done before the approach
    • Friendly negotiations or hostile bid?
    • 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 the offer
    • Are no increase and acceleration statements useful?
    • Example: SVG/HarbourVest

Target Strategies and Tactics

  • Basic arguments for the defence for companies at risk of takeover
  • Directors and advisers’ responsibilities in accepting/rejecting an offer
  • Measures before a recommended or hostile bid
    • Keeping close to the market
    • Identification of stakes
    • Position of pension fund
  • Negotiate, open books or make a 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 to defend against a hostile bid
    • Profit/dividend forecasts
    • Restructuring and valuations
    • Share buy-backs and special dividends
    • What works best?
  • Pleadings
  • Anti-trust
  • White knight/squire defence against a hostile bid
  • Bolster the board
  • “Get them before they get you”

Both Sides' Strategies and Tactics in Hostile Bids

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


The trainer is a UK corporate finance adviser with broad experience in 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 regulations, 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 a 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, restructurings, privatisations, 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 bids by Lafarge SA for Blue Circle plc and by Infogrames SA for Gremlin plc, the restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom, as well as private acquisitions and sales, UK listing 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 as posing them himself in order to ensure that points have been fully understood.

This trainer also presents the following courses: Introduction to The Takeover Code; Introduction to the FCA Listing, Disclosure and Transparency and Prospectus Rules; and as an in-house only course; Public to Private Takeovers and Secondary Equity Offerings.

  • 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 takeover structures, their timetables and their advantages and disadvantages.
  • Consider the requirements of mandatory and partial offers.
  • Be appraised of the corporate takeover strategies and tactics which bidders have used to initiate recommended and hostile takeovers.
  • Look at how bidders have conducted and concluded their takeover and the Takeover Code rules which affect them.
  • See how companies at risk of a takeover have strengthened their position or defended themselves both in advance of a recommended or hostile bid and during the bid.
  • Examine the takeover tactics and arguments that both sides employ in hostile bids.

  • Very knowledgeable trainer with over 20 years of corporate finance experience.
  • This trainer has advised on both recommended and hostile UK public takeovers.
  • Advanced course covering recommended and hostile takeover strategies, tactics, and key rules.
  • Our advanced course on the Takeover Code contains many recent takeover case studies.
  • Issues are also illustrated with examples from personal experience.
  • The course is consistently rated excellent by attendees.

Our course is a "need to know" for:

  • Corporate finance advisers and lawyers and all professionals advising on takeovers wishing to have a deeper understanding of the key Takeover Code Rules and the strategies and tactics of bidders and target companies in both recommended and hostile bids.
  • 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 bid and in the structuring and the conduct of a contractual offer takeover, or a scheme of arrangements takeover.
This is also a “nice to know” for:

  • Other advisers and corporates who wish to understand how the UK takeover provisions, strategies and tactics in the UK takeover market work.

Our advanced course on the Takeover Code covers key rules regulating takeovers, the bid strategies and takeover tactics 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 takeover tactics have worked and which have not worked. This is illustrated with examples from many transactions, including the recent hostile takeover of GKN by Melrose and the 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

£ 895.00

Number of places:
Part 2

£ 895.00

Discounts available:
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