Schemes of Arrangement Pt113 May 2013 01:37
There can be no doubt that, as result of the current economic climate, the quantity of public takeovers has declined. However, this period of low activity presents an ideal opportunity to revisit the procedures, and associated benefits, of the main vehicles for conducting a takeover.
There are two principal methods of implementing a public takeover of an English company: first, by means of a takeover offer (“offer”) under section 974 of the UK Companies Act 2006 (“CA 2006”); and, secondly, by means of a scheme of arrangement (“scheme”) under part 26 CA 2006. While both are subject to the city code on takeovers and mergers (“the code”), the two processes differ in some fundamental respects; most notably, the former is a proposal by the bidding company to the shareholders of the target company, while the latter is a proposal by the target company to its shareholders and/or creditors.
In the first six months of 2011, the scheme remained the more popular deal structure, continuing the trend of recent years; of the seven main market deals which occurred during the period, five were structured as a scheme, while only two of the eight AIM deals were structured as an offer. This article explores, in the first instance, the principal differences in procedure between the two methods, before comparing their respective advantages and disadvantages.