RE: Speculation28 Sep 2023 17:40
When shareholders have to be informed is a slightly grey area. If a formal, credibly resourced bid is tabled then they have to be told. There are some other circumstances (see below) that can also create an obligation to announce. But informal confidential approaches “We’re not making an offer Shaun, but if we were it might look a little like this etc etc” don’t have to be disclosed.
Here’s what the Code says:
An announcement is required:
(a) when a firm intention to make an offer is notified to the board of the offeree company by or on behalf of an offeror, irrespective of the attitude of the board to the offer;
(b) immediately upon an acquisition of any interest in shares which gives rise to an obligation to make an offer under Rule 9.1. The announcement that an obligation has been incurred should not be delayed while full information is being obtained; additional information can be the subject of a later supplementary announcement;
(c) when, following an approach by or on behalf of a potential offeror to the board of the offeree company, the offeree company is the subject of rumour and speculation or there is an untoward movement in its share price;
(d) when, after a potential offeror first actively considers an offer but before an approach has been made to the board of the offeree company, the offeree company is the subject of rumour and speculation or there is an untoward movement in its share price and there are reasonable grounds for concluding that it is the potential offeror’s actions (whether through inadequate security or otherwise) which have led to the situation;
(e) when negotiations or discussions relating to a possible offer are about to be extended to include more than a very restricted number of people (outside those who need to know in the parties concerned and their immediate advisers)
(f) when a purchaser is being sought for an interest, or interests, in shares carrying in aggregate 30% or more of the voting rights of a company or when the board of a company is seeking one or more potential offerors, and:
(i) the company is the subject of rumour and speculation or there is an untoward movement in its share price; or
(ii) the number of potential purchasers or offerors approached is about to be increased to include more than a very restricted number of people.