| Cash underpinning agreement: synopsis A note of the main terms of a cash underpinning arrangement (also known as a cash underwritten alternative) applying on a takeover bid. |
| Skeleton board minutes for pre-announcement bidder board meeting Outline of minutes of the board of a bidder about to make a takeover bid. |
| Website notification: Takeover Code Specimen wording to notify shareholders, persons with information rights and other relevant persons in accordance with Rule 30.1(c) of the City Code on Takeovers and Mergers of the publication of a document, announcement or information sent in connection with a takeover offer on a website, and providing details of the relevant website. |
| Request under Rule 20.2 of the City Code for information supplied to competing bidders Specimen form of letter sent by, or on behalf of, a bidder (or potential bidder) to a target requesting to receive information supplied to a competing bidder or potential bidder. |
| List of documents A list of documents that may be used in connection with a takeover bid or its defence. |
| Deed of irrevocable undertaking: synopsis A summary of the key clauses commonly contained in irrevocable undertakings (or lock-ins) given by target director shareholders and target shareholders. |
| Board minutes of bidder: initiating compulsory acquisition procedure Outline board minutes for use by a bidder on a takeover offer where the thresholds under section 979 (right of offeror to buy out minority shareholder) and/or section 983 (right of minority shareholder to be bought out by offeror) of the Companies Act 2006 have been reached. The board minutes deal with the approval of the documents required to initiate the bidder's squeeze out right under section 979, or (in the alternative) the serving of notices on non-assenting shareholders of their right under section 983 to be bought out by the bidder. For bidder board minutes to complete the formalities required to squeeze-out the non-assenting minority's shares in the target company, see Standard document, Board minutes of bidder: completion of compulsory acquisition procedure, and for target board minutes to complete the squeeze-out formalities, see Standard document, Board minutes of target: completion of compulsory acquisition procedure. |
| Loan note instrument (share consideration) A loan note instrument constituting floating rate guaranteed loan notes. The loan notes are for issue by the buyer of company shares to the seller(s) of those shares as consideration for the share sale. |
| Application to HMRC under the non-statutory clearance procedure Application to HMRC seeking its view under the non-statutory clearance procedure. Suitable for a company. This standard document was formerly known as Code of Practice 10: Letter to HM Revenue & Customs. |
| Heads of terms: UK public takeover Heads of terms used to outline the principal terms of a potential recommended offer for a UK public company. The document may also be referred to as either a "letter of intent", "heads of agreement", letter of potential interest", "memorandum of understanding" or a "term sheet". This standard document is based on the assumption that the Target has only one class of share capital, a separate confidentiality agreement has already been signed and that any agreements relating to standstills and break fees (if permitted) are either incorporated in the confidentiality agreement or are contained in separate documents. |
| Takeover timetable A timetable showing the main stages of a takeover bid (structured by way of an offer).For a comparison of the timetables for a takeover offer and a scheme of arrangement under Part 26 of the Companies Act 2006, see Practice note, Takeover offer and scheme of arrangement: comparative timetable. |
| Director's statement of responsibility An example of the statement required to be made by directors of the bidder or target company accepting responsibility for statements made in documents published in relation to the takeover bid, including offer documents, defence documents and website notifications. |
| Memorandum on directors' duties and responsibilities: takeovers This memorandum outlines the responsibilities and obligations of the directors of a bidder proposing to make an offer for a UK listed company (target) and the directors of the target in relation to their conduct during the offer. The memorandum outlines some of the main restrictions and duties imposed by the City Code on Takeovers and Mergers, Chapter 5 of the Disclosure Rules and Transparency Rules Sourcebook, the Companies Act 2006, Part V of the Criminal Justice Act 1993, the Financial Services and Markets Act 2000 and the Financial Services Act 2012. The lawyers for the bidder or the target (as the case may be) should take the directors through this document and answer any queries that they might have, to ensure each director fully understands his duties and responsibilities. The Panel has confirmed that it does not consider it sufficient simply to provide a standard form memorandum to the directors (see Practice note, Rule 2 of the Takeover Code: Panel practice). Note: This document assumes that the directors have been provided with an additional briefing note on their statutory duties under the Companies Act 2006. For further information, see Practice note, Directors' general duties under the Companies Act 2006. |
| Board minutes of target: completion of compulsory acquisition procedure Outline board minutes for use by a target company to complete the formalities required on a squeeze-out of the non-assenting minority's shares in the target by a bidder on a takeover offer under section 979 of the Companies Act 2006. For board minutes for use by a bidder to approve the documents required to initiate its squeeze-out right, see Standard document, Board minutes of bidder: initiating compulsory acquisition procedure, and for bidder board minutes to complete the formalities required on a squeeze-out, see Standard document, Board minutes of bidder: completion of compulsory acquisition procedure. |
| Acceptance condition Forms of acceptance condition contained in the offer document sent out as part of a takeover bid. |
| Skeleton press release for a securities exchange offer An outline of a press release used by a bidder on making a takeover bid in which it offers its own shares as consideration for the offer, possibly with a cash alternative. |
| Skeleton press release for a cash offer A skeleton press announcement issued on a takeover bid where cash is given as the consideration or possibly with a loan note alternative. |
| Board minutes of bidder: completion of compulsory acquisition procedure Outline board minutes for use by a bidder to complete the formalities required to buy out the non-assenting minority's shares in the target company on a takeover offer under section 979 of the Companies Act 2006. For bidder board minutes dealing with the approval of the documents required to initiate the bidder's squeeze-out right under section 979, see Standard document, Board minutes of bidder: initiating compulsory acquisition procedure, and for target board minutes to complete the formalities required on a squeeze-out of the non-assenting minority's shares, see Standard document, Board minutes of target: completion of compulsory acquisition procedure. |
| Compulsory acquisition procedure list of documents A list of documents to be used by the bidder in connection with the compulsory acquisition of the shares of non-assenting shareholders of the target under the Companies Act 2006 following a successful takeover bid. |