UK Law and Practice Contributed by: Federico Fruhbeck, Alice Brogi, Alex Bluett and Gisele Zouein, Gibson, Dunn & Crutcher LLP
and infrastructure companies, these restrictions are particularly relevant in the context of customer data (which may include customer identifiers, billing infor- mation or other personal information) and employee data (which may include records such as payroll infor- mation, health data or employment contracts), the processing of which must comply with data protec- tion principles.
constitutes inside information and whether any other specific disclosure obligations apply as a result of the relevant listing. 8.2 Prospectus Requirements Currently on a stock-for-stock takeover offer (or a takeover offer with a mix-and-match facility), the offer of securities to target shareholders will ordinarily con- stitute an offer of transferable securities to the public requiring an approved prospectus. However, exemp- tions are available, including on takeovers where the bidder makes an “exemption document” available that has been approved by the FCA. Where an offer is to be implemented pursuant to a scheme, it is generally accepted that there is no offer of transferable securities to the public such that the scheme itself does not trigger a requirement for a pro- spectus. For a mix-and-match offer, the position is less clear as there is conflicting FCA commentary on the point. However, significant prospectus regime reforms are set to come into effect from 19 January 2026. Follow- ing these changes, the type of additional prospectus disclosure document required will depend on wheth- er the securities being offered as consideration (the “consideration securities”) will be admitted to trad- ing on a regulated market in the UK as opposed to whether or not there is an “offer to the public”. If the consideration securities will be admitted to trad- ing on a regulated market in the UK, then a prospectus or an exemption document will be required. If, (i) the consideration securities are of the same class as equi- ty securities in the bidder which are already admitted to trading on a regulated market in the UK; and (ii) the transaction is not a reverse acquisition transaction, then it is expected that the offer document or scheme circular will be able to constitute a relevant exemption document without the need to be separately reviewed and approved by the FCA. If either of these is not the case, then it is expected that a prospectus or an FCA-approved exemption document will be required. If the consideration securities will not be admitted to trading on a regulated market or primary multilateral trading facility in the UK, then it will be possible to
8. Disclosure 8.1 Making a Bid Public
The Takeover Panel must be consulted if there is rumour and speculation or untoward movement in the target’s share price, or when negotiations are to be extended beyond a limited group. Subject to certain exceptions, the Panel will require an announcement to be made which identifies any potential bidder. Any announcement made naming the potential bidder, whether made at the direction of the Panel or vol- untarily by the bidder or target, will trigger a 28-day “put up or shut up” deadline for the bidder to make an announcement of a firm intention to make an offer or to walk away (though an extension may be sought from the Takeover Panel if the target agrees). An announcement will also be required under the Takeover Code immediately after a firm intention to make an offer has been communicated to the target’s board, or where an acquisition of target shares trig- gers an obligation to make a mandatory offer (see 4.2 Mandatory Offer ). A firm intention announcement will commit the bid- der to proceed with the offer and to post an offer or scheme document (as applicable depending on the transaction structure – see 4.3 Transaction Struc- tures ) within 28 days unless, with the consent of the Takeover Panel, a bidder is permitted to invoke a pre- condition or would be permitted to invoke a condition if the offer were actually to be made. Separate from Takeover Code requirements, if the bid- der or target has listed securities, they may have addi- tional disclosure obligations pursuant to the UK Listing Rules or the Market Abuse Regulations, depending on the size of the transaction, whether the transaction
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