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07 December 2016

Annual AIM Seminar 2016

Charles Russell Speechlys Partners Clive Hopewell and Mark Howard were joined by guest speakers Marcus Stuttard, Head of AIM, and Charlie Crawshay, Deputy Director General of The Takeover Panel.

Marcus Stuttard gave an overview of the AIM Market over the last year.  He reported that in spite of political and economic uncertainty, there was cause for optimism among the audience of company directors, brokers and other members of the AIM Community. AIM remains a global benchmark among growth markets and continues to attract exciting, innovative international and UK companies, which have generally performed strongly after listing. A renewed government focus on UK growth is contributing to the positive outlook.  

Charlie Crawshay from The Panel highlighted key considerations for AIM Companies and their advisers in the context of bids.  He emphasised, and encouraged, that in any cases of doubt, the Panel should be consulted in advance.  Charlie explained a number of key points including:

  • whether the offeror or the offeree has responsibility for consulting or making an announcement under Rule 2 and the importance of clarity as between the parties on this;
  • the operation of the PUSU regime;
  • the critical importance of understanding concert party arrangements and knowing the presumptions;
  • when during the course of an offer period new material information or significant opinions should be announced to shareholders and the requirement to publish presentations on a website;
  • which circumstances permit a meeting or a call between an offeror or offeree (or their representatives) and shareholders in the absence of a financial adviser; and
  • the role of financial advisers.

Mark Howard also shed some light on the types of conditions which are permitted under the Code and the grounds on which offeror protection conditions can be involved in practice.

It was noted that subjective conditions are not normally permitted, and the same goes for financing conditions.  If an offeror wants to include pre-conditions then the Panel must be consulted and that these are typically limited to anti-trust and material official authorisations.

In terms of invoking an offeror protection condition, the Code sets a very high “material significance” threshold and attention was drawn to Panel Statement No. 5. 

In conclusion, Mark noted that the working assumption for offerors should be that shareholders and the market expect that protective conditions will not be involved except in very limited, fact specific situations.

For more information on the topics discussed, please contact Mark Howard or your usual Charles Russell Speechlys contact.