Takeover Offer Documents: drafting
Corporate finance training
Corporate finance training programmes
Takeovers: overview

Takeovers: update

An explanation of course levels:

• Introductory: for those new to the subject.

• Intermediate: for delegates with some prior knowledge of the subject.

• Advanced: for delegates with substantial knowledge of the subject.

• Update: for delegates with or without prior knowledge of the subject.

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...unlocking potential

Public company takeovers

Takeover Offer Documents: Drafting

An intermediate course which will be of benefit to those with basic experience. This course covers the drafting of documents for public company takeovers.

CPD: 6 hours

Level: intermediate

OBJECTIVES

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 will include a review of examples of publicly available documentation.

COURSE OUTLINE

Part 1. 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?

Part 2. Ancillary documents

• Heads of terms and inducement fees: to the extent they are still permitted
• Irrevocable undertakings
• Comfort letters
• Board minutes
• Directors’ responsibility letters and disclosures of interests in shares