UK Law and Practice Contributed by: Carly Gulliver, Giles Distin, David Anderson, James Dawson, George Danczak and Elvan Hussein, Addleshaw Goddard
since these can vary from deal to deal, including depending on whether each bidder is implementing its bid by means of a contractual takeover offer or by scheme of arrangement, which bid is recommended by a target board and the dates of posting of offer documentation. The following generally apply for competing offers: • the “Day 60” default completion date for all bid- ders will be set by reference to the publication of the latest offer document produced by any of the bidders; • a suspension in one bidder’s timetable (eg, for obtaining regulatory clearances) will apply to other bidders’ timetables; • if a competitive situation continues to exist in the later stages of an offer period, the Takeover Panel will require revised and ultimately final bids to be announced in accordance with an auction proce- dure, which it will administer; and • such an auction procedure will not normally be introduced until the last regulatory clearance has been obtained or waived by all bidders. 6.14 Timing of the Takeover Offer Extension of Offer Period As indicated in 6.13 Securities Regulator’s or Stock Exchange Process , contractual takeover offers are subject to a relatively formal timetable set out in the Takeover Code. In connection with the receipt of reg- ulatory clearances or official authorisations that will take longer to obtain, this offer period can be extend- ed by the freezing of the timetable, with the approval of the Takeover Panel, either at the joint request of the bidder and target or, in the case of a regulatory clearance or official authorisation the Takeover Panel agrees is material, at the request of either the bidder or the target. 7. Overview of Regulatory Requirements 7.1 Regulations Applicable to a Technology Company Setting up and starting to operate a technology com- pany in the UK is subject to sector-specific regulations
and authorisation requirements, which are generally dependent on the activities to be undertaken by the technology company. Early legal advice is recom- mended to ensure compliance and efficient set-up. Relevant Regulatory Bodies and Timings • Fintech firms that carry on regulated activities need to be authorised and regulated by the Financial Conduct Authority (FCA) and/or the Prudential Regulation Authority (PRA). They may also be designated by HM Treasury as a critical third party under the Critical Third Party regime. • Technology companies that operate in the tel- ecoms sector are regulated by Ofcom. • Technology companies operating in the energy sector are regulated by, and may require a licence from, Ofgem. • Technology companies that will hold or process personal data for purposes that are not exempt need to register with the Information Commission- er’s Office (ICO). • Technology companies that are “relevant digital service providers” under the Network and Informa- tion Systems Regulations 2018 are also required to register with the ICO, and are regulated by the ICO and the relevant competent authority for the sector in which they will be operating. • Timelines vary: ICO registration is typically imme- diate, while FCA and PRA authorisation can take six to 12 months, and Ofcom licensing may take several weeks to months. • Additional requirements include export controls or intellectual property registrations. 7.2 Primary Securities Market Regulators The competent regulator for public takeovers and mergers of UK listed companies that are also UK incorporated is the Panel on Takeovers & Mergers. Following recent deregulatory changes to the UK List- ing Rules regarding FCA oversight of significant M&A by UK listed companies, the FCA now only retains significant oversight in respect of M&A transactions by listed companies that are sizeable enough to con- stitute a “reverse takeover”.
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