RE: Take-over talks CONFIRMED24 Feb 2025 15:00
Here are the rules:
"Market purchases should never be considered as independent from the terms of the eventual offer, since they can have a significant impact on both the minimum level of consideration and the form of consideration.
Minimum level of consideration: If a bidder acquires an interest in shares in the target company (i) within a three month period before the commencement of the offer period or (ii) between the commencement of the offer period and the announcement by the bidder of a firm intention to make an offer, then except with the consent of the Panel, any offer by that bidder to shareholders of the same class must not be on less favourable terms.
Further, if, after the announcement of a firm intention to make an offer by the bidder but before the offer closes for acceptance, the bidder acquires any interest in shares above the offer price, the bidder is required to increase its offer to not less than the highest price paid for the interest in shares acquired in this way.
Requirement for particular forms of consideration: If:
the bidder acquires for cash any interest in shares in the target company during the offer period; or
during the offer period and within the 12 months prior to the commencement of the offer period, the bidder acquires shares for cash which represent 10% or more of the relevant class; or
in the view of the Panel a cash offer is necessary in order to ensure that all holders of the securities of the target company of the same class are afforded equivalent treatment,
then the offer must be in cash (or include a cash alternative) at not less than the highest price paid by the bidder during the offer period or during the offer period and the preceding 12 months (as appropriate)."
https://www.burges-salmon.com/news-and-insight/publications/guide-to-public-takeovers-in-the-uk
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