introduction to the takeover code - redcliffe training€¦ · introduction to the takeover code...

The Banking and Corporate Finance Training Specialist

Introduction to the Takeover

Code

This course is presented in London on:

28 February 2019, 3 October 2019

If you have 5 or more participants, it may be cost effective to have this

course presented in-house either on your premises or via live webinar.

Trusted By:

http://redcliffetraining.com [email protected]

+44 (0)20 7387 4484

▪

◼ Very knowledgeable trainer with over 20 years of corporate finance experience

◼ Trainer has advised on both recommended and hostile UK public takeovers ◼ Thorough introduction to rules with right level of detail ◼ Current and real life takeover examples to illustrate points

◼ Course consistently rated excellent by attendees

◼ Receive a thorough introduction to the Takeover Panel, the rationale for the Takeover Code and when it is applicable

◼ Explore the six general principles and their application in practice ◼ Understand the key code definitions which are relevant in the rules ◼ Examine the rules relating to announcements and independent advice

◼ Learn about dealing restrictions, disclosures and share purchases and the rules relating thereto

◼ Understand the principles behind mandatory offers and whitewashes ◼ Get to grips with the procedure for voluntary offers and related rules ◼ Be appraised of the conduct during the offer and the bid timetable

◼ Learn about the use of profit forecasts, QFBS and asset valuations, and the relevant rules

Introduction to the Takeover Code ◼ How the Takeover Panel operates

◼ Companies, transactions and persons subject to the Code ◼ Enforcement of the Code

The Six General Principles and their application

Key Code definitions

The approach, announcements and independent advice (Rules 1-3) ◼ Secrecy (Rule 1) ◼ When announcements are required

◼ Announcements of possible offers and naming ◼ Terms and pre-conditions in possible offers

◼ Automatic 28 day PUSU ◼ Formal sale processes ◼ Firm offer announcements (Rule 2.7)

◼ Consequences of statement of intention not to make offer ◼ Irrevocable commitments

◼ Independent advice (Rule 3) Dealing restrictions, disclosures and share purchases

◼ Prohibited dealings ( Rule 4) ◼ Consideration to be offered (Rules 6 and 11)

◼ Consequences of certain dealings (Rule 7) ◼ Disclosure requirements in offer period (Rules 8 and 38) ◼ Timing restrictions on acquisition of shares and exceptions (Rule 5)

Mandatory offers (Rule 9)

Course Objectives

What Makes This Course Different

Course Content


+44 (0)20 7387 4484

◼ When required ◼ Conditions which are possible

◼ Price payable ◼ Whitewash procedure

◼ Purchase of own shares (Rule 37) Voluntary offers ◼ The acceptance condition (Rule 10)

◼ The CMA and the European Commission (Rule 12) ◼ Pre-conditions and conditions in firm offers (Rule 13)

◼ Partial offer requirements (Rule 36) Provisions applicable to all offers

◼ Multiple classes of share capital (Rule 14) ◼ Convertibles and warrants (Rule 15)

◼ Deals with favourable conditions and management incentivisation (Rule 16) ◼ Announcement of acceptance levels (Rule 17) ◼ Restrictions following offers and partial offers (Rule 35)

Conduct during the offer

◼ Standards of care for Information (Rule 19) ◼ Responsibility for information ◼ Unacceptable statements

◼ Post-offer undertakings and statements of intention ◼ Equality of information (Rule 20)

◼ Restrictions on frustrating action (Rule 21) Documents

◼ Overview of document rules (Rules 23 to 27) ◼ Distribution of documents and checklists (Rule 30)

Profit forecasts, QFBS and asset valuations (Rules 28 and 29) ◼ Different types of profit forecast

◼ Reporting requirements ◼ Disclosures for Quantified Financial Benefit Statements

◼ Consensus forecasts ◼ Asset valuation reporting requirements

Outline timetables (Rules 31 to 34 and Appendix 7) ◼ Contractual offers

◼ Schemes of arrangements

The trainer has spent over 20 years in the City advising on a wide range of corporate finance transactions. He now provides corporate finance training courses on takeovers, London listings

and other UK market regulation, as well as providing independent corporate finance advice. His courses draw on his extensive technical knowledge and are illustrated with relevant examples from his own experience and recent transactions.

On this introduction to the Takeover Code course, participants will learn about how the Takeover

Panel and the Takeover Code operate. The course will examine the circumstances when the Takeover Code is applicable, the relevance of the key principles and rules of the Takeover Code and their application in practice.

Background of the Trainer


+44 (0)20 7387 4484

09:30-17:00

London

Standard Price: £550+VAT

Membership Price: £440 + VAT

9:30-17:00

London

£600 +VAT (£720)

The course will cover the issues involved in approaching target companies, making

announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers

and the conduct of the parties during an offer period. The course concludes by looking at the timetable for a bid executed by contractual offer or by scheme of arrangement.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules and the current annual report of the Takeover Panel.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules and the current annual report of the Takeover Panel.

Course Summary


+44 (0)20 7387 4484

In-House Training

Delivering this course in-house for 5 or more participants could be very cost effective.

The venue and timing can be agreed to suit the client, as well as the selection of the trainer and the precise contents of the seminar.

Tailored Learning

All of our training courses can be tailored to suit your company’s exact training needs.

We will work closely with you to help develop a training programme with content that is unique for your organisation.

Please email us on [email protected] for more information

E-Learning

This course can also be presented as a bespoke e-learning programme created by you to fit your exact requirements.

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