RE: Max Bid 6506 Jun 2026 13:09
@smiffyBlok85. That’s a nice low average, did you first get in late 2022/early 2023? That’s when I did but subsequently increased my holding and average to just under 400, averaged down to 393. In answer to your question about seeking shareholder approval ChatGPT returned:
Yes — in many cases, the board of a FTSE 250 company can agree to recommend and facilitate a takeover offer without first obtaining shareholder approval, but the acquisition itself will usually still require shareholder approval from the target company’s shareholders.
Under the UK takeover regime, governed by the Panel on Takeovers and Mergers and the City Code on Takeovers and Mergers:
1. The board negotiates the offer.
* Directors decide whether to engage with a bidder.
* They can agree terms and announce a recommended offer.
* They normally issue a recommendation to shareholders on whether to accept the bid.
2. Shareholders generally make the final decision.
* For a takeover by a contractual offer, shareholders decide individually whether to accept.
* For a scheme of arrangement (the most common method for larger UK takeovers), approval from the target’s shareholders is required, typically by at least 75% in value of votes cast, plus a majority in number of shareholders voting at the court meeting.
3. The board cannot usually force a sale.
* Directors owe fiduciary duties to the company and its shareholders.
* Even if the board unanimously supports an offer, shareholders generally have the right to accept or reject it.
When might target shareholder approval not be needed?
There are limited circumstances where a bidder can gain control without a separate shareholder vote of the target, for example:
* Through a contractual offer that achieves sufficient acceptances (often over 50% for control, and 90% for compulsory acquisition of remaining shares).
* By buying shares in the market and from major shareholders, subject to takeover rules.
Even then, it is ultimately the shareholders selling their shares, not the board unilaterally transferring ownership of the company.
What about the bidder’s shareholders?
Sometimes the acquiring company’s shareholders also need approval, particularly if the acquisition is large relative to the bidder’s size or involves issuing significant new shares. Under the London Stock Exchange listing rules, a sufficiently large transaction may require the bidder’s shareholders to vote.
So, in summary: the board of a FTSE 250 company can agree to and recommend a takeover offer without first asking shareholders, but in most cases the shareholders ultimately decide whether the company is acquired. The board alone generally cannot sell the company over the shareholders’ objections.