Introduction to The Takeover Code

£600.00 +VAT

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This course can be presented face to face in-house or via live in-house webinar.

Introduction to Takeover Code Training Course Objectives

Participants will:

  • 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
  • Learn about the use of profit forecasts, QFBS and asset valuations, and the relevant rules

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

Introduction to Takeover Code Training Course Content

Introduction to the Takeover Code

  • How the Takeover Panel operates
  • Companies, transactions and persons subject to the Code
  • Enforcement of the Code

The Six General Principles and their application

Key Code definitions

The approach, announcements and independent advice (Rules 1-3)

  • Secrecy (Rule 1)
  • When announcements are required
  • Announcements of possible offers and naming
  • Terms and pre-conditions in possible offers
  • 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)

Mandatory offers (Rule 9)

  • When required
  • Conditions which are possible
  • Price payable
  • Whitewash procedure
  • Purchase of own shares (Rule 37)

Voluntary offers

  • The acceptance condition (Rule 10)
  • The CMA and the European Commission (Rule 12)
  • Pre-conditions and conditions in firm offers (Rule 13)
  • Partial offer requirements (Rule 36)

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)
  • 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
  • Post-offer undertakings and statements of intention
  • 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
  • Schemes of arrangements

Background of the Trainer

The trainer has spent over 20 years in the City advising on a wide range of corporate finance transactions. He now provides corporate finance training courses on takeovers, London listings and other UK market regulation, as well as providing independent corporate finance advice. His courses draw on his extensive technical knowledge and are illustrated with relevant examples from his own experience and recent transactions.

Introduction to Takeover Code Course Summary

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.

 

What Redcliffe’s clients are saying about the course:

“The presenter was able to share an extensive amount of practical experience to put the Takeover code into context.”

Solicitor, Pinsent Masons

 

“Good use of practical case studies.”

Head of Compliance, Investec

“Great overview of the topic.”

Compliance Officer, UBS

 

“Good discussions with the group, knowledgeable instructor and good amount covered in a day and explained content well.”

Vice President, Hannam & Partners

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Discounts

5-6 participants – 20% discount,7-8 participants – 25% discount,Over 9 participants – 30% discount

Select-your-course-date

12 October 2018, 28 February 2019, 3 October 2019