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Significant changes to the UK Takeover Code confirmed
The UK s Takeover Panel has published the final text changes to the Takeover Code (the Code) and confirmed that they will take effect on 5 July 2021. The changes relate to the offer timetable and conditions to offers, and are the most significant in recent years.
The offer timetable
The changes simplify the offer timetable and accommodate the potentially lengthy timeframes required to satisfy the conditions relating to official authorisations and regulatory clearances to which many offers are now subject.
The new timetable rules will be of greatest relevance in the case of a hostile offer or in a competitive situation. For recommended contractual offers, the new rules will not have a significant practical impact, as the timetable can normally be extended with the consent of the offeree board. The offer timetable rules are not generally applicable to takeovers implemented through schemes of arrangement.
Management team exploring possible acquisition at 80 pence per share Photo credit: Cambria Automobiles PLC
Cambria Automobiles PLC (LON:CAMB) said its management team has been given extra time to evaluate a possible acquisition of the motor retail group.
The management team has been given put up or shut up deadline of 5.00pm on May 17 by the UK Takeover Panel.
On March 22, the board of Cambria announced that it had consented to chief executive Mark Lavery, finance director James Mullins and Tim Duckers, managing director of the Motor Division, exploring a possible acquisition at a price of 80 pence per share in cash.
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On 31 March 2021, the UK Takeover Panel (the Panel) published Response Statement 2020/1 (the RS) in response to the Public Consultation Paper 2020/1 published by the Panel on 27 October 2020 (the PCP). The PCP proposed significant changes to the UK Takeover Code (the Code) with regard to the offer timetable and the treatment of conditions to offers. For more on the PCP’s proposals, see our 29 October 2020 client alert “UK Takeover Panel Proposes Significant Changes to the Offer Timetable and the Treatment of Conditions.”
The RS confirms that the Panel will adopt the amendments proposed in the PCP, subject to certain minor modifications. The amendments to the Code will take effect on 5 July 2021. The Code, as amended, will apply to all offers which are announced in accordance with Rule 2.7 of the Code on or after 5 July 2021 (except where to do so would give the amendments retroactive effect).
Laurence Kilgannon
Fashion retailer French Connection has started a formal sales process after revealing it has been approached by a number of potential suitors.
Earlier this year, shares in French Connection rose after it revealed it had been approached about a takeover.
The retailer said it had received early offers from Spotlight Brands in conjunction with Gordon Brothers International and a separate move from Go Global Retail in conjunction with HMJ International Services.
Spotlight Brands has now said it does not intend to make an offer, but French Connection revealed it has been approached by and engaged in preliminary conversations with a further three interested parties, in addition to Go Global, concerning proposals which may or may not result in an offer.