RE: Not long14 Mar 2024 20:22
Possible offer announcement
Although a possible offer announcement does not commit a bidder to make an offer, it will trigger an automatic 28 day period in which the potential bidder must either announce a firm intention to make an offer in accordance with Rule 2.7 or publicly withdraw its interest (known as the "put up or shut up" deadline). This deadline can be extended, but only at the request of the target company and with the consent of the Panel.
The "put up or shut put" deadline will not apply, or will cease to apply, to a potential bidder if another bidder has already announced, or subsequently announces, a firm intention to make an offer for the target company.
If, at or before the expiry of the "put up or shut up" period, the bidder withdraws its interest, it will normally be prevented from making an offer for the target company for six months.
Download the PDF version of this guide for a flowchart which will help companies and advisers work with the "put up or shut up" regime.
Bidders should also be aware that if they include within a possible offer announcement specific terms on which an offer may be made (e.g. by stating that, if an offer is made, it would be for a price in excess of a certain level or be all cash), then the bidder is likely to be held to those terms if it does proceed to make an offer.
No intention to bid
An announcement that a person does not intend to make an offer for a company will trigger certain restrictions under the City Code for a period of six months. These include a restriction on announcing an offer or possible offer for the target company. The restrictions apply to the person making the no intention to bid statement and any person who acted in concert with them.
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