Timetable for a bid

Date	Event	Rule
Before Announcement	Due diligence by offeror Approach by offeree board (1a) Draft documents Obtain any irrevocable undertakings Build stake in offeree company Possibly make a r.2.4 announcement (announcement of a possible offer) if so, the offer period will begin Announcement does not need to identify the offeree company Published in same way as a 2.7 announcement 2.12(a) send announcement to shareholders & Panel & make disclosure required by r.2.10 2.6(a) Potential offeror has 28 days to ‘put up or shut up’ – 28 days from announcement within which must make 2.7 announcement or a statement under r.2.8 that is does not intend to make an offer 2.6(c) offeree board can approach the Panel to ask it to extend 28-day deadline	1 & 2.2-2.8
D-28 Offer period begin	Announce offer under Rule 2.7 (announcement of firm in intention to make an offer) 2.2 where a serious source has notified the board of the offeree company of a firm intention to make an offer, this triggers the requirement for an announcement 2.2(a) only make after the most careful and responsible consideration, and only if offeror has every reason to believe that it can, and will continue to be able to, implement the offer 2.7(b) once the announcement is made, the offeror must proceed with the offer 2.9 make announcement to an RIS Typed & faxed or emailed If outside business hours, also distribute to at least 2 national newspapers and 2 newswire services in the UK 2.12(b)(i) offeree company send copy of announcement promptly to shareholders & (c) Panel 2.12(b)(ii) offeror and offeree make announcement available to employee representatives 2.3 if the announcement is required before the offeror has approached the offeree company, or a rule 9 obligation has arisen, responsibility for making the announcement lies with the offeror 2.3(c) if announcement required after the offeror has approached offeree company, offeree company’s obligation to make announcement	2 & DTR 2.2.1R
D-0	24.1(a) Send offer document to target shareholders Addressed to the offeree shareholders Makes the formal contractual offer to acquire their shares in the offeree 30.3 Before it is published it must be send in hard copy & electronic form to the Panel 24.1(b)(i) publish offer document on a website on date sends to company shareholders 24.1(b)(ii) announce to an RIS that it has displayed document and where 24.1(b) make document readily available to employee representatives 30.3(a) send document in hard copy and electronic form to advisers of other parties to the offer Market purchases now count towards CA 2006 squeeze out provisions (979)	24.1
D+14	Target sends first defence document to its shareholders if offer is hostile (latest date) 24.1(b)(i) put document on display and publish on website 30.2(a) announce to an RIS that it has displayed the document and where 25.1(a) make document readily available to its employee representatives 30.3(b) send document to Panel & to advisers to all other parties to the offer	25.1
D+21	First closing date (earliest date) Rule 31.2 further closing dates need to be specific	31.1
By 8am, business day after first closing date	Announce acceptance levels Announce any extension of offer Rule 31.3 offeror is not obliged to extend offer and can withdraw if conditions not accepted 32.1(c) revised offer must be open for at least 14 days following the publishing of the revised document 32.3 any shareholder who accepted the original offer is entitled to receive the revised consideration	17.1
D+39 (2^nd day after any competition decision announced)	Target can release material new information (latest date) Only with consent of the Panel	31.9
D+42 assuming first closing date is D+21	Accepting shareholders can withdraw acceptances if offer not yet declared unconditional as to acceptances (earliest date)	34
D+46	Bidder can improve offer (latest date)	32.1(c)
D+60 (by midnight)	Bidder declares acceptance condition fulfilled – i.e. offer ‘unconditional as to acceptances’ (latest date) Rule 10 provides that the offeror must have acquired, or agreed to acquire, shares carrying over 50% of the voting rights in the offeree company In practice, the offer condition is usually drafted so that it will be fulfilled only if the offeror acquires 90% of the shares to which the offer relates to invoke 979 CA 2006 Withdrawal rights of shareholders cease Offer will lapse if offeror cannot declare offer unconditional here, unless Panel grants consent	31.6(a)
D+74 assuming offer unconditional D+60	Offer can close (earliest date) 31.2 if the offer remains open for acceptances beyond Day 70, the offeror must give at least 14 days’ written notice to all offeree company shareholders who have not accepted the offer	31.4
D+81 assuming offer unconditional D+60	Fulfil other conditions of offer (latest date) Admission of consideration shares to listing & trading Offeror shareholder approval if Class 1 transaction Rule 12(c) Merger control clearance Authorisations Material litigation Material Adverse Change	31.7
14 days after offer becomes unconditional in all respects	Post consideration to Target shareholders (latest date)	31.8

Options in light of acceptances:

When is the first closing date?
1. Day 21 in the takeover timetable (Takeover Code Rule 31.1)
  1. Day on which offeror discovers how many acceptances it has received for the its offer from the offeree’s shareholders and therefore whether the terms of its acceptance condition have been met
Does the Offer document contain the usual condition as to acceptances?
1. Would state that the offeror will declare the offer unconditional if it obtained acceptances in respect of 90% of the shares it did not own when launching the offer, but it may at its discretion accept a lower percentage, provided that this would result in a total of just over 50% of the voting rights in the offeree
  1. Over 50% is the minimum requirement set by Takeover Rule 10
2. If offeror has less than 50% is not yet in a position to declare the offer unconditional as to acceptances
  1. APPLY TO FACTS – how many acceptances does it have?
    1. If this is a hostile bid, the offeror will not be unduly concerned at this stage. They will be aware that most of the offeree’s shareholders will be holding out for a higher offer particularly as the takeover timetable has yet to run its course
Options if Offeror has a low rate of acceptances:
1. Offeror can let the offer lapse as permitted by Takeover Code Rule 31.3
  1. This would mean that the offeror no longer wishes to pursue the offer and the takeover would end in failure
    1. Is this offer...

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