Summary: The Takeover Panel have published new checklists and supplementary forms to be completed and submitted to the Executive by financial advisers to offeror or offeree companies (as appropriate) when publishing firm offer announcements and the final form of certain documents relating to an offer.
The relevant checklists and any supplementary forms must accompany any:
- firm offer announcement;
- offer document/offeree board circular;
- scheme circular; and
- Rule 15 offer/proposal.
The completed checklists need to be approved (signed) by a representative of the relevant financial adviser and submitted by the financial adviser to an offeror or an offeree company (as appropriate) together with the relevant final announcement or document required to be sent to the Panel in accordance with Rule 30.5(a) or (b) by email to email@example.com. On a recommended deal where the document being published comprises the offer document and the offeree board circular the Panel expects a single checklist to be signed by both financial advisers.
By signing a checklist, the financial adviser is confirming that the checklist and supplementary forms have been completed in accordance with the Panel’s guidance and that the adviser is responsible for any aspect of the checklist for which it has given its approval. As such, if a checklist has not been properly completed, the Panel will contact the financial adviser in the first instance.
The checklists are not however intended to be used to “pre-vet” draft announcements or documents. The Panel will continue its current practice of only pre-vetting “whitewash” circulars and documents sent to shareholders in relation to a proposed re-registration or Code waiver.
The checklists and supplementary forms should be used with immediate effect.