What is a concert party finance?
A ‘concert party’ is a group of people acting in concert in a takeover bid. This is considered to be reached when a concert party jointly hold 30% of the shares in a company, not when one of them does. The same applies to other financial instrument holdings such as derivatives.
Is acting in concert illegal?
Acting in concert is not prohibited by the Code, but can have significant implications. The consequences of being a member of a concert party will generally bite under Rules 5, 6, 8, 9 and 11 when any of the relevant parties acquire shares.
What is an acting in concert?
(a) Acting in concert means knowing participation in a joint activity or parallel action towards a common goal of acquiring control of a covered institution whether or not pursuant to an express agreement.
Does the UK Takeover Code apply?
The Takeover Code applies to any public company which has its registered office in the UK, the Channel Islands or the Isle of Man, as well as to some private UK companies. It also applies in part to some companies incorporated in the European Economic Area which are listed in the UK.
What is a Rule 2.7 announcement?
The announcement of a firm intention to make an offer (commonly referred to as a “Rule 2.7 announcement”) is a significant event and will commit the bidder to proceed with the offer and to post its offer documentation within 28 days.
What is acting in concert in criminal law?
acting in concert means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively cooperate, through the acquisition directly or indirectly of shares in the Parent Guarantor by any of them, either directly or indirectly, to obtain Control of the Parent Guarantor.
What does it mean to concert with someone?
Together, jointly, as in They worked in concert on the script, or When mind is in concert with body, one can accomplish a great deal. This expression uses concert in the sense of “an agreement of two or more persons.” [ Early 1700s] See also: concert.
What is acting in concert criminal law?
If two or more persons join in a common purpose to commit a crime, each of them, if actually or constructively present, is guilty of the crime, and is also guilty of any other crime committed by the other in pursuance of the common purpose to commit the crime, or as a natural or probable consequence thereof.
What percentage is required for a take over?
However, there is a 20% statutory threshold which can only be crossed in reliance on a specified exception (for example, via acceptances under a takeover bid). Generally once a person owns at least 90% of a company’s shares.
What is a Rule 2.7 offer?
Rule 2.7 Announcement means the press announcement released by Acquisition SPV and the Target to announce a firm intention on the part of Acquisition SPV to make an offer to acquire the Target Shares on the terms of the Scheme or the Offer (as applicable) in accordance with Rule 2.7 of the Takeover Code.
What is a 2.4 announcement?
The announcement of a possible offer under Rule 2.4 of the Takeover Code, either by a potential bidder that it is considering making an offer or by a target company that it is in talks with a potential bidder, or has received an approach from a potential bidder.
What is the mandatory bid rule?
Abstract. The Mandatory Bid Rule (MBR) requires that any shareholder who either (i) establishes new control of a firm or (ii) takes over control by transfer of an old block position also extends an offer for the remaining shares at a fair price.