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Introduction to the Takeover Code

2 Part Course  |  Understand the rules and the principles of the Takeover Code

Drafting Effectively – Receivables Finance Agreements Training Course

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

This two-part course is a "need to know" for:
  • all professionals advising on takeovers of UK quoted companies. The content covered is going to give you a significant technical advantage in understanding the Takeover Code requirements when a takeover is being planned and when it is being executed.

This course is also a “nice to know” for:
  • other advisers and corporates wishing to understand the Takeover Code Rules.

  • Very knowledgeable trainer with over 20 years of corporate finance experience
  • Trainer has advised on both recommended and hostile UK public takeovers
  • Thorough introduction to rules with right level of detail
  • Current and real-life takeover examples to illustrate points
  • Course consistently rated excellent by attendees

  • Receive a thorough introduction to the Takeover Panel, the rationale for the Takeover Code and when it is applicable
  • Explore the six general principles and their application in practice
  • Understand the key code definitions which are relevant in the rules
  • Examine the rules relating to announcements and independent advice
  • Learn about dealing restrictions, disclosures and share purchases and the rules relating thereto
  • Understand the principles behind mandatory offers and whitewashes
  • Get to grips with the procedure for voluntary offers and related rules
  • Be appraised of the conduct during the offer and the bid timetable including July 2021 changes
  • Learn about the use of profit forecasts, QFBS and asset valuations, and the relevant rules

Part One

Introduction to the Takeover Code

  • How the Takeover Panel operates
  • Companies, transactions and persons subject to the Code
  • Enforcement of the Code
  • Example: Rangers International/Dave King

The Six General Principles and their application

Key Code definitions

The approach, announcements and independent advice

  • Secrecy (Rule 1)
  • When announcements are required
  • Example: Smith & Nephew/Johnson & Johnson
  • Announcements of possible offers and naming
  • Terms and pre-conditions in possible offers
  • Example: AstraZeneca/Pfizer
  • Automatic 28-day PUSU
  • Formal sale processes
  • Firm offer announcements (Rule 2.7)
  • Consequences of statement of intention not to make offer
  • Irrevocable commitments
  • Independent advice (Rule 3)

Dealing restrictions, disclosures and share purchases

  • Prohibited dealings ( Rule 4)
  • Consideration to be offered (Rules 6 and 11)
  • Consequences of certain dealings (Rule 7)
  • Disclosure requirements in offer period (Rules 8 and 38)
  • Timing restrictions on acquisition of shares and exceptions (Rule 5)

Part Two

Voluntary offers

  • The acceptance condition (Rule 10)
  • Long-stop date (Rule 12)
  • Pre-conditions and conditions in firm offers (Rule 13)
  • Example: Sky/Fox
  • Partial offer requirements (Rule 36)

Mandatory offers

  • When required (Rule 9)
  • Conditions which are possible
  • Price payable
  • Example: Sky/Fox/Disney
  • Whitewash procedure
  • Purchase of own shares (Rule 37)
  • Example: Blue Circle/Lafarge

Provisions applicable to all offers

  • Multiple classes of share capital (Rule 14)
  • Convertibles and warrants (Rule 15)
  • Deals with favourable conditions and management incentivisation (Rule 16)
  • Example: Xstrata/Glencore
  • Announcement of acceptance levels (Rule 17)
  • Restrictions following offers and partial offers (Rule 35)

Conduct during the offer

  • Standards of care for Information (Rule 19)
  • Responsibility for information
  • Unacceptable statements
  • Example: Shire/AbbVie
  • Post-offer undertakings and statements of intention
  • Example: Cadbury/Kraft
  • Example: Sky/Comcast
  • Equality of information (Rule 20)
  • Restrictions on frustrating action (Rule 21)

Documents

  • Overview of document rules (Rules 23 to 27)
  • Distribution of documents and checklists (Rule 30)

Profit forecasts, QFBS and asset valuations (Rules 28 and 29)

  • Different types of profit forecast
  • Reporting requirements
  • Disclosures for Quantified Financial Benefit Statements
  • Consensus forecasts
  • Asset valuation reporting requirements

Outline  timetables (Rules 31 to 34 and Appendix 7)

  • Contractual offers revised July 2021
  • Schemes of arrangements

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.

On this introduction to the Takeover Code course, participants will learn about how the Takeover Panel and the Takeover Code operate. The course will examine the circumstances when the Takeover Code is applicable, the relevance of the key principles and rules of the Takeover Code and their application in practice.

The course will cover the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers and the conduct of the parties during an offer period. The course concludes by looking at the timetable for a bid executed by contractual offer or by scheme of arrangement.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules and the current annual report of the Takeover Panel.

  • The course was well structured, comprehensive and clear. 
Number of places:
Part 1
Number of places:
Part 2

£595.00

Per participant per part
Discounts available for multiple place booking find out more
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