RE: The Key Message from CRS15 Feb 2022 16:06
Flynch - under the City Code they DO have to make a bid at 3over 30% - unless they get a dispensation - and they are not easy to come by for major companies
The City Code outlines the rules and principles that those conducting M&A in the UK must follow. These include, but are not limited to, the following:
Companies must disclose information (financials, shareholding structure, operational breakdowns etc) in a timely manner through official channels, such as a circular or prospectus, which is made available to all shareholders on an equal basis
Those managing the pension schemes of all companies involved must be notified
Favourable deals for certain shareholders are banned, all must be treated with equal fairness
If a person or business gains control of more than 30% of the voting rights in a business then they must make a cash offer to all other shareholders that is at least equal to the highest paid price in the previous 12 months
If a person or business acquires shares in the target company during an offer period then the price offered to all other shareholders must at least match the price paid
The target company must appoint an independent advisor to provide advice to shareholders on the financial terms of the deal, which often includes the stance of the board and whether they support it or not