RE: M&A Durations18 Sep 2020 14:56
Note 12 Rule 8 -
12. Potential offerors
(a) If a potential offeror has been referred to in an announcement by the offeree
company but has not been publicly identified as such, or if it is a participant in a
formal sale process announced by the offeree company (regardless of whether
it was a participant at the time of the announcement), the potential offeror
and persons acting in concert with it must disclose any dealings in relevant
securities of the offeree company after the time of that announcement (or, if
later, after the time at which it becomes a participant in the formal sale process)
in accordance with Rule 8.1(b) or Rule 8.4 respectively.
At the same time as or before any such Dealing Disclosure, the offeror must
also make an announcement that it is considering making an offer, or that it is a
participant in the formal sale process (see also the Note on Rule 7.1 for when an
immediate announcement will be required). The announcement must include a
summary of the provisions of Rule 8 (see www.thetakeoverpanel.org.uk).
(b) If a potential offeror has not been identified as such, it will not need to
make an Opening Position Disclosure under Rule 8.1(a)(i) or (ii) until after the
announcement that first identifies it as an offeror. However, before that time,
the potential offeror and persons acting in concert with it will need to make
Opening Position Disclosures in accordance with Rule 8.3(a), if applicable. If
members of an offer consortium that has not been identified as such might
be subject to Rule 8.3(c), the Panel should be consulted. In such cases, the
consortium members will not normally be required to make a joint Opening
Position Disclosure which could identify them as such, although any member
who is interested in 1% or more of a class of relevant securities of the offeree
company will be required to make an individual Opening Position Disclosure.
(c) After the announcement that first identifies a potential offeror as such, it
will be required to make an Opening Position Disclosure in accordance with
Rule 8.1(a)(i). Such disclosure must include details in relation to the relevant
securities of the offeree company or any securities exchange offeror, even
if certain details have previously been disclosed by the potential offeror or
persons acting in concert with it in accordance with Rule 8.3.
GLA