RE: 116p minimum27 Mar 2024 11:28
Implications of Acting in Concert with a Bidder: (for those that feel that this might be the on-going scenario here)
Persons acting in concert with a bidder may not sell target securities during the offer period without the Panel’s consent
(Rule 4.2). When an offer is contemplated but prior to its announcement, persons acting in concert are prohibited from dealing in target securities save where the dealing confers no benefit on the concert party (Note 3 on Rules 4.1 and 4.2).
Acquisitions of interests in securities by persons acting in concert, are treated as acquisitions by the bidder for
the purposes of Rules 5 (timing of acquisitions), 6 (minimum consideration), 9 (mandatory offers) and 11 (nature of consideration).
Acquisitions made in the 12 months prior to the announcement of the offer (for Rule 9) and acquisitions made in the 12 months prior to commencement of and/or during the offer period (for Rule 11.1) and in the three months prior to and/or during the offer period (for Rules 6 and 11.2) by persons acting in concert will have an impact on the minimum value of the offer and/or the nature of the consideration to be offered and, in the case of Rule 9, the conditions attached to the offer. Acquisitions by persons acting in concert above the offer price during the offer period will normally result in the bidder having to increase its offer price (Rules 6.2 and 11.1). Acquisitions by persons acting in concert may result in the
Panel refusing consent for a partial offer or a waiver of Rule 9 (Rule 7.3). If a concert party is also deemed to be an “associate”, daily disclosure of dealings is required during the offer period (Rule 8). Concert parties may not enter into deals with favourable conditions with any target shareholders or other persons interested in target voting shares (Rule 16). Initial announcement (and subsequent announcements of acceptance levels on a contractual offer) must contain details of, among other things, any interests in target securities (and any short positions) held by persons acting in concert with the bidder (Rules 2.5 and 17.1).
The bid document must contain details of the identity of any concert parties where this information is needed to enable
shareholders to make an informed decision (Rule 24.2(d)(iii) and Note 4 on Rule 24.2). The bid document must disclose interests in securities (and any short positions) held in the target and, in the case of a securities exchange offer, the bidder by persons acting in concert and any dealings by them in the 12 months prior to and during the offer period (Rule 24.3). The restriction on acquisitions of shares for 12 months after an offer has lapsed or been withdrawn, applies to persons who acted in concert during the original offer or who subsequently act in concert (Rule 35.1). Acquisitions of interests in shares by persons acting in concert above the offer price, are prohibited within six months of the closure of the offer (Rule 35.3).
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