RE: Regarding these Boards .20 Dec 2020 13:10
PART I KEY POINTS TO REMEMBER Without attempting to summarise the guide which follows, set out below are some high-level key points relating to takeovers which directors should keep in mind at all times. • Secrecy is of vital importance, particularly before a public announcement of a takeover bid. Any leak, or discussion of the bid with more than a very restricted number of persons without Panel consent, could trigger an announcement obligation resulting in the Target being in an offer period and the Bidder being named and becoming subject to a 28 day deadline to clarify its intentions. • All statements made in relation to the takeover bid should be accurate, fairly presented and not misleading. All documentation (including announcements) relating to the takeover must be prepared with the highest standards of care and accuracy. • New information relating to the takeover bid should only be released through circulars or announcements which are made available to all Target shareholders. • Avoid statements relating to future profits and forecasts, asset valuations, synergies and earnings enhancement statements. • Directors and employees must not answer queries from the press or release statements on the company's social account (including tweeting, re-tweeting or linking to statements), which should instead be referred to a member of a designated communications team. • Directors and employees must not deal in either Bidder or Target shares (or options or derivatives relating to shares) when in possession of inside information (such as knowledge of an impending takeover bid). • There must be no special deals with certain Target shareholders – all shareholders of the Target must be treated equally. • The Target must not enter into any offer-related arrangements with the Bidder during an offer period or when an offer is reasonably in contemplation, subject to certain limited exceptions. • Once a takeover bid is imminent, Target directors must not take any frustrating action which would thwart the offer and deny the Target shareholders the opportunity to decide on the bid on its merits (except with shareholder approval). • Once a takeover bid is proposed or in contemplation and throughout the offer period, the directors of the Target must disregard personal interests and consider the interests of Target shareholders as a whole when advising on the takeover. Target directors must also continue to comply with their statutory duties including their duty to act in the way that they consider is most likely to promote the success of the Target.
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