Member Info for Toffers

GLA, £7 sp will be in the pipeline :)

Did anyone just get stopped out there? Naughty MMs!

Hi Munichmann, just bought an extra 2184 :) Looking good :)

I'm buying a few more today based on the Kellets additional purchases! All to play for. 5 trading days from tomorrow to the start of CF.

I think it would be a matter for the Board to decide whether it puts forward to shareholders any bids made to the company. A company can usually receive multiple bids, but it is for the Board to decide what bids, if any, it puts forward to shareholders. As I understand it, if a company thinks its bid might be rejected, it is likely it will start stakebuilding so as to give it more clout.

my views.

"There are two principal methods of acquiring a UK public company: a direct offer and a scheme of arrangement. In either

case, the target company's board of directors will form a view as to whether to recommend to the target's shareholders to

accept the offer or not. If the purchaser chooses to proceed without the recommendation of the target board this is known as a

"hostile" takeover.

Direct offer

A direct offer is a contractual offer made directly to the target company's shareholders to acquire their shares. Provided the

bidder is able to acquire more than 50% of the voting rights within the designated time then the offer will be successful in

terms of board control, but only if more than 90% of the voting rights not already owned by the bidder are acquired can the

bidder force the remaining minority shareholders to sell their shares and obtain 100% ownership.

Scheme of arrangement

A scheme of arrangement is a court-based procedure managed by the target company. Such schemes can provide a faster

route to guaranteeing the acquisition of 100% of the shares in the target. However, in practice such schemes can be a slower

route to obtaining actual control of the target company.

The target board is obliged to obtain competent and independent advice on any offer, including the value of the offer, usually

from an investment bank. The independence of such advisers from the bidders is paramount"

source: Addleshaw Goddard

"Public takeovers in the UK are implemented by either a contractual takeover offer or a scheme of arrangement.

Under a contractual takeover offer, the bidder makes a general offer to all target shareholders. Shareholders are sent an offer document containing information on the bid and the bidder. The bidder must secure acceptances over shares representing more than 50% of the target’s voting share capital to declare the offer unconditional. Acceptances over shares representing 90% of the target’s voting share capital are required to squeeze out the minority (and thereby enable the bidder to acquire all of the target's voting share capital). Given that bidders typically aspire to acquire 100% of the voting rights in a target company, it is therefore usual for the acceptance condition to be set at 90% (rather than 50%), but for the bidder to have the option to reduce this threshold to shares carrying over 50% of the voting rights. Please see below for further details regarding the minority squeeze-out mechanism.

A scheme of arrangement is a statutory mechanism which is an alternative to a contractual offer. It is a formal arrangement between the target company and its shareholders, which is governed by the Companies Act 2006. A scheme of arrangement must be approved both by the shareholders of the target company and the High Court. In particular, a scheme of arrangement requires approval from shareholders who constitute a majority in number of each class of shareholders who are subject to the scheme of arrangement and who are voting at the meeting. This majority must also represent at least 75% in number of those shares which are voted.

The main advantage of a scheme of arrangement is that, if successful, it will bind all shareholders (regardless of whether, or in what way, they voted). However, due to the High Court’s involvement, schemes of arrangement are less flexible structures than contractual takeover offers."

source: Burgess Salmon

"The Takeover Panel in the UK has recently made changes to the definition of “acting in concert” in the City Code on Takeovers and Mergers. These changes took effect on 20th February 2023 and apply to all companies and transactions.

When parties are cooperating to obtain or consolidate control of a company, or if their actions aim to frustrate the successful outcome of a bid, they are considered to be acting in concert. The Panel wants to be able to identify such situations.

If you find yourself in a scenario where you are acting in concert, it is advisable to notify the Takeover Panel to ensure compliance with the regulations. This notification helps maintain transparency and ensures that all relevant parties are aware of the concerted actions." source: Bing

I think that is the answer, so yes, notification to the Panel would be necessary, so as to help maintain transparency. I would assume that ensuring that all relevant parties are aware of the concerted actions would or should include shareholders, at least you would think so!

"The Panel treats persons who are acting in concert as a single person and so if one of them deals in shares that may, for example, trigger the requirement to make a mandatory offer under Rule 9 of the Code if the aggregated interests of the concert party go through 30% as a result of the purchase." source: hsf

"Under presumption 1 companies (along with other companies under common control) are presumed to be acting in concert if one company “controls” the other, meaning an interest in 30% or more of the voting rights or a majority of the equity share capital. The rationale for presumption 1 is that companies under common control are likely to act in concert as their interests are aligned.

Under presumption 2 companies are presumed to be acting in concert if one company is interested directly or indirectly in 30% or more of the equity share capital in the other. If this test is met, then any companies presumed to be acting in concert with either of them under presumption 1 by virtue of a “controlling link” are also included in the concert party. The rationale for presumption 2 is that a company with a 30% stake is likely to take action to protect its investment and, in turn, the investee company is likely to take action that it perceives to be in the interests of such shareholder." source:Fasken

The TakOver Panel seems to refer to "companies", and the Kellets have purchased shares jointly as a couple and not through a company, so I am not an M&A expert so might be wrong, but to me, it would appear they are not acting in concert currently. I also agree that it would appear that anyone acting in concert must give notification to the Panel of the same for consideration. Again though, I am not an expert in M&A transactions at all.

PI_Winner, was it you who said you had been involved in a number of M&A transactions? what's your take on it please?

Burges Salmon;

"Requirement for a mandatory offer: Where a bidder is interested in shares carrying 30% or more of the target’s voting share rights, the bidder must make a mandatory offer in cash at no less than the highest price paid during the preceding 12 months (often referred to as a "Rule 9 offer"). Mandatory offers can only be conditional on the bidder receiving acceptances that, together with any shares already held or acquired during the offer, would give the bidder and its concert parties more than 50% of the voting rights. As such, bidders cannot rely on other conditions to protect themselves.

Under the City Code, share dealings by concert parties are treated effectively as dealings by the bidder itself. As such, concert parties’ holdings will be aggregated with those of the bidder.

Persons acting in concert are defined as persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of a company or to frustrate the successful outcome of an offer for a company. Certain persons are presumed to be acting in concert (e.g. directors of the bidder, companies in the same group or a party’s financial adviser), unless the contrary is established. The existence or not of a concert party is especially important in determining whether or not the 30% mandatory offer threshold has been reached."

Bing;

"When it comes to public M&A transactions, parties can indeed act in concert to bid for a company. Let’s delve into this concept:

Definition of Acting in Concert:

Under the UK Takeover Code, parties are considered to be acting in concert if they cooperate with each other. This cooperation can be aimed at either:

Acquiring control of the target company.

Frustrating the successful outcome of a bid for the company.

Essentially, acting in concert involves joint efforts to influence the company’s fate during a takeover process.

Thresholds and Implications:

The threshold at which entities within a group are presumed to be acting in concert has been raised from 20% to 30%.

The Panel considers persons acting in concert as a single entity. If any of them deals in shares without aggregating the interests of the wider group, it could trigger a requirement to make a mandatory offer or set a floor price for future bids by other entities in the organization.

This definition matters because it impacts:

Disclosure requirements for investors holding shares in a company subject to a bid.

The potential need for a mandatory offer under Rule 9 of the Code.

Entities Involved:

Acting in concert can involve various entities:

Investment managers or advisers to the bidder or target.

Investors in a new bid vehicle.

Parties cooperating to gain control or influence the outcome of a bid.

In summary, acting in concert plays a crucial role in takeover scenarios, affecting both legal obligations and strategic decisions. "

Https://hsfnotes.com/corporate/2022/12/23/changes-to-presumptions-on-acting-in-concert-under-the-takeover-code/#:~:

Hi Deep

Apologies was just doing other stuff.

Herewith TakeOver Code section, I need to check on acting on concert mentioned within

https://code.thetakeoverpanel.org.uk/tp/rules/rule-9/rule-9-1.html

Munichmann, CF is looking a stronger bet for an announcement now I reckon! :)

So combined, I get Julian and the Kelletts at 29,325,324 shares.

Kelletts now hold 2,046,442

Julian holds 27,278,882

Think that's right.

Whether they are acting in concert or not, who knows.

They've got over 2m now by the looks of things fordy. It was suggested there is a tenuous link, whether they are acting in concert on not remains to be seen. I was hoping there would be a sign from JD today, and there it is imo. Keep the faith people, keep the faith! :)

my views.

I think that's a sign from JD! Hold tight! :)

Kelletts have bought more :)

Bucketman, we'll all know we're going to be fabulously wealthy by April 1st, at least those who are invested will know!

The situation would be different if this were to apply no doubt;

https://code.thetakeoverpanel.org.uk/tp/rules/rule-9/rule-9-1.html

but I'm keeping stumm otherwise StarBright will be after me again!