No 'firm offer' announcement does not equal no offers ...30 Dec 2020 10:16
Useful confirmation below from London law firm Charles Russell Speechlys website on 'firm offers' within the meaning of the Takeover Code. Firm offers are irrevocable and are typically made only once all non-regulatory pre-conditions have been removed, such as due diligence checks, contract wording, finance in place etc.
Rule 2.7 Announcements:
A “firm offer” or a “firm intention to make an offer” may only be announced after careful and responsible consideration which gives a Bidder every reason to believe that it can implement the offer and will continue to be able to do so. In particular, if the consideration includes a cash element, the Bidder will need to have the cash resources available to satisfy full acceptance of the offer. Where the cash is coming from bank financing or other third parties, the facility will need to be committed and ready to drawdown from the date of the Rule 2.7 Announcement.
The 2.7 Announcement must include prescribed content including detailed terms of the offer, all conditions and any pre-conditions, a cash confirmation statement and details of any irrevocable commitments or letters of intent.
Crucially, any pre-conditions are limited principally to regulatory approvals and both the conditions and pre-conditions will be subject to rule 13 of the Code (see more on this below). In fact, the Panel on Takeovers and Mergers (the Panel) must be consulted in advance if a Bidder proposes to include in a Rule 2.7 Announcement any pre-condition, condition or pre-condition which relates to financing, or any conditions which are not entirely objective.
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