Introduction To The Takeover Code (Blue Book)

Course Overview:

Participants will learn about how the Takeover Panel operates in practice and how to apply the six general principles. They will master the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions.

They will also gain a strong understanding of voluntary, mandatory and partial offers as well as the principles of the bid timetable and the conduct of the parties during an offer period.

They will be able to advise clients on the circumstances when the Code is applicable, the relevance of the key rules of the Code, the application of the Code in practice and the documentation requirements of the Panel.

The course takes account of the changes announced in September 2011 where relevant.

Course Content

Introduction to the Takeover Panel

• Composition and role
• Enforcement
• Applicability of the Takeover Code

The Six General Principles and their Application

Key Code Definitions

The Approach, Announcements and Independent Advice (Rules 1-3)

Dealings and Restrictions on the Acquisition of Shares

• Prohibited dealings (including Rule 4)
• Consideration to be offered (Rules 6 and 11)
• Disclosure requirements (Rules 7,8 and 38)
• Timing restrictions (Rule 5)



Mandatory Offers (Rule 9)

Voluntary Offers

• The acceptance condition (Rule 10)
• Subjectivity and pre-conditions (Rule 13)
• Partial offers (Rule 36)



The Competition Commission and the European Commission (including Rule 12)

Provisions Applicable to all Offers

• Multiple classes of share capital (Rule 14)
• Convertibles and warrants (Rule 15)
• Special deals with favourable conditions (Rule 16)



Outline Bid Timetable (Rules 31 to 35)

Conduct During the Offer

• Information (Rule 19)
• Equality of information (Rule 20)
• Restrictions on frustrating action (Rule 21) 

Profit Forecasts and Asset Valuations (Rules 28 and 29)

Delivering this course in-house for you to a number of participants could be very cost effective. Please call us on 020 7387 4484 to discuss this further.

If you have any questions about this seminar please write to us at post@redcliffetraining.co.uk.