Dates                                                                 
 
28 October 2008
15 May 2009
6 November 2009              
 
Course Overview

This course covers the drafting of documents for public company takeovers. The contents of offer and response documents will be considered in detail, analysing the requirements under the Takeover Code and other relevant rules and regulation.

Potential pitfalls to be avoided in drafting ancillary documents will be highlighted.
The course also covers in outline related documentation which may be needed under the Listing Rules (Class 1 and Related Party Circulars and reverse takeovers), Prospectus Rules (prospectus or equivalent document) and the AIM Rules.

The course will include a review of examples of publicly available documentation.


Course Content
                            
 Regulation of takeovers
Which takeovers are subject to statutory regulation?
Responsibility and liability

 Takeover Offer Documents
Announcements
Drafting of the conditions
The treatment of overseas shareholders
Format of takeover offer documents
Information required in the offer document
The terms of the offer
The back end
Schemes of arrangement
The different format of the documents
Responsibility for the scheme
Offeree response documents
Rule 9 waivers
Prospectus or equivalent document?
What difference does it make?
What is meant by equivalent?

 Circulars under the Listing Rules & AIM Rules
Class 1 circulars
Related party circulars
Reverse takeovers

 Ancillary documents
Heads of terms and inducement fees
Irrevocable undertakings
Comfort letters
Board minutes
Directors’ responsibility letters and disclosures of interests
   in shares