RE: Deal or no deal?20 Mar 2025 21:50
In the UK, under the Takeover Code, any formal offer for a company must be publicly disclosed via an RNS (Regulatory News Service) announcement. However, the timing and disclosure requirements depend on the stage of the offer process. Here's how it works:
1. If an Offer is Submitted (First Approach)
If a bidder privately submits an offer to the target company’s board, there is no immediate obligation to disclose it publicly.
However, if there is a leak or market speculation, the UK Takeover Panel may require an announcement confirming that an offer has been made.
The target company’s board may choose to disclose it via RNS if they deem it significant or if shareholders need to be informed.
2. If the Offer Becomes a "Firm Intention to Make an Offer" (Rule 2.7 Announcement)
Once the bidder confirms a firm intention to make an offer under Rule 2.7 of the Takeover Code, a mandatory public announcement via RNS is required.
This announcement must include:
The terms of the offer
The bidder’s intentions
Any conditions attached to the offer
The financing arrangements
3. If the Offer is Rejected
If the target company’s board rejects the offer, they do not have to announce it unless:
The bidder decides to go public with the offer.
The rejection is material to the company's shareholders.
There is market speculation or a leak.
A competing bidder emerges.
If the bidder goes hostile (i.e., directly to shareholders after rejection), it must be announced via RNS.
4. If an Offer Is Withdrawn
If a bidder decides not to proceed with an offer after making a Rule 2.7 announcement, they must announce the withdrawal via RNS.
5. If the Offer Becomes a Formal Takeover Bid
If the bidder proceeds with the offer, a full Offer Document must be sent to shareholders, and a public RNS announcement must confirm this.
Summary
So, if an offer is submitted but not publicly disclosed, it does not have to be RNS’d unless a leak or market speculation forces an announcement. However, if the offer reaches the firm intention stage (Rule 2.7), then it must be publicly announced.
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