Next steps and issues to consider
Following an unsolicited approach there are a number of key next steps and issues to consider:
- disclosure issues:
- is it necessary to make a disclosure to the market?
- in addition to the considerations outlined in the "market disclosure" page (see link above), depending on (i) the location of the company’s registered office, (ii) the place of central management and control of the company, and (iii) which (if any) markets any of the company’s equity or debt securities are listed, applicable takeover rules are very likely to impose additional announcement obligations
- brief the internal defence team. The key messages are likely to include:
- the company has been notified of a potentially imminent bid
- the name of the potential bidder (referred to in all correspondence by an agreed codename to maximise secrecy)
- if known, the likely timeframe for any offer being announced
- if known, the price or value of any proposed offer
- the need for absolute secrecy. No-one should speak to any third party on the subject of the approach until they have been briefed on the applicable regulatory requirements, key defence themes and the communications strategy
- appoint advisers including legal, financial and PR
- identify directors’ duties under applicable law and regulation and in particular, takeover regulations, including regarding any potential conflicts of interest
- develop and agree the defence tactics and themes to be adopted/communicated
- distribute internally, beyond the core defence team guidelines for dealing with the media and all share dealings
- assemble the key documentation likely to be required in preparing the defence, including:
- financial information (eg the last three years of annual reports, budgets, loan documentation, statutory accounts)
- business information and previous public disclosures (eg Annual Reports and AGM speeches, equity/debt offering memoranda, press releases)
- personal matters (eg directors’ service agreements, pension trust deeds and valuations)
- legal/contractual documentation (eg Articles of Association, schedule of material contracts, market share information)
