Public Company Update - November 2016
Welcome to the November edition of our biannual Public Company Update, aimed at directors and in-house counsel of quoted companies, nomads/brokers and sponsors, and other interested corporate finance professionals and intermediaries.
We have been pleased to remain busy over the last six months with Takeover Code and ECM work despite the UK’s referendum decision to leave the European Union in June. In this edition of our Public Company Update, as well as an update on MAR following its implementation on 3 July 2016, we include articles on two Takeover Code related subjects on which we’ve received a number of enquiries. In addition, and in light of the on-going rise of shareholder activism, we provide guidance on how boards can best prepare. Finally, need to know what a Legal Entity Identifier is(?), read our article to find out.
This month we hosted our annual AIM seminar and we were delighted to have Charlie Crawshay, Deputy Director General, The Takeover Panel, who shared insights from The Panel, and Marcus Stuttard, Head of AIM. Our website will be updated very soon with a video from this seminar and a summary note on the presentations.
We are also proud to report that we continue to be ranked highly in many key sectors in the Adviser Rankings Guide – October 2016. We have been ranked 8th for the total number of AIM clients and ranked 6th specifically for Technology clients demonstrating our commitment to growth companies and entrepreneurs.
I very much hope you enjoy this edition of our Public Company Update and find it informative.
If you would like to know more, please contact Mark Howard on +44 (0)20 7203 8902 or email@example.com, the relevant author, or your usual contact in the Corporate team.
Takeover Code: possible offers, firm offers and conditions
The general approach of the City Code on Takeovers and Mergers (the Code) is to treat public statements made by parties to an offer as binding upon them. Accordingly, it is imperative that listed companies and their advisers understand their announcement obligations under rule 2 of the Code, the distinction between “firm offer announcements” (commonly known as Rule 2.7 Announcements) and “possible offer announcements” (commonly known as Rule 2.4 Announcements), as well as the permissibility and enforceability of conditions to an offer.
Shareholder Activism: Be prepared
Levels of shareholder activism have increased significantly in recent years, with investors in public companies increasingly willing to seek to intervene directly in the management of companies in which they hold shares. A survey by Activist Insight in 2015 found that more than 300 companies worldwide were targeted by activists last year, up from fewer than 150 in 2010.
Takeover Code: Formal Sale Processes
In the context of reforms made to the Takeover Code (the Code) at the time, the formal sale process (the FSP) was introduced in September 2011 into the UK to facilitate sell-side processes. There is no definition of the FSP in the Code, but essentially it is a process by which a target company announces, prior to receiving an offer, that it is seeking one or more potential offerors by means of an FSP. It provides some flexibility to offeree boards in managing an offer process where they have decided the company should be sold.
MAR Update: ESMA on delaying disclosure and exchange rate for PDMR €5,000 notification threshold
The last two weeks of October saw ESMA publish its definite Guidelines in relation to delayed disclosure of inside information which apply from 20 December 2016 and additional Questions and Answers on the Market Abuse Regulation (MAR).
Do you need an LEI (Legal Entity Identifier)?
A brief alert on what a LEI is given that from 1 January 2017, the European Electronic Access Point Delegated Regulation will require the FCA to use LEIs for all issuers that have security admitted to trading on a regulated market.
Charles Russell Speechlys advises on Trident Royalties’ US$28m Placing
Trident Royalties plc is a growth-focused mining royalty and streaming company.
Charles Russell Speechlys advises Avation plc on £7.5m secondary placing
Headquartered in Singapore, Avation plc manages a fleet of aircraft which it leases to airlines across the world.
The Corporate team's involvement in Fishawack Health’s acquisition of PRMA featured in Yahoo! Finance USA, Markets Insider and Morning Star
Martin Wright and the Corporate team provided legal support on the acquisition of PRMA Consulting.
Charles Russell Speechlys, Strategic Partners of the Asoko Insight West Africa's Family-Owned Business Report
The report is the most comprehensive study of Family-Owned Businesses throughout West Africa.
Jessica Arrol quoted by Real Deals on the implementation of SFDR
SFDR aims to remove greenwashing and promote transparency in reporting ESG, but GPs and LPs are experiencing its flaws.
Charles Russell Speechlys advises Shore Capital as nominated adviser, broker and bookrunner on £56.5m fundraising for Helios Underwriting Plc
Helios is an AIM-listed investment company offering investors growth and returns from exposure to Lloyd’s.
Charles Russell Speechlys advises Content+Cloud on acquisition of Sipcom
The acquisition establishes Content+Cloud as a global service provider to UK businesses.
Charles Russell Speechlys advises shareholders of Douglas & Gordon Estate Agents on its sale to Foxtons
Established in 1958, Douglas & Gordon is a London-based, family owned independent estate agent.
Mixed news for corporation tax payers in today’s Budget
The announcement brings good news for the short term - and bad news in the longer term for corporation tax payers.
Lord Hill Listing Rules review: a breath of fresh air
The firm's role in advising Dentex on the acquisition of The Essex Smile Centre reported by Business Money
The sale of The Essex Smile Centre to Dentex Healthcare Group Limited has been completed.
EMI share options, Covid-19, and Brexit – where are we now?
What are the new measures to employers operating EMI schemes that have been affected by the pandemic?
Charles Russell Speechlys advises Exeter Property Group on its acquisition of two property SPVs from the Tritax group
Exeter Property Group is one of the largest real estate investment managers focused on acquiring, developing and managing properties.
Getting your due diligence right: top tips for first-time sellers
Charles Russell Speechlys releases H2 2020 deal highlights
Our highlights over the past 6 months are now available.
Charles Russell Speechlys advises the founders of The People Development Team (PDT Global) on sale to LTG plc
The People Development Team is a leading provider of online diversity and inclusion training and consultancy services.
Charles Russell Speechlys advises N+1 Singer on £10m return of capital
Zytronic plc is a UK-based manufacturer and developer of touch sensing overlay products.
David Hicks writes for Tax Journal on debt releases between companies with common shareholders
The current trading environment is causing many companies to consider releasing wholly or partly recoverable inter-company debts.
Charles Russell Speechlys advises Canadian toymaker Spin Master on acquisition of iconic Rubik’s Cube®
The Rubik's Cube® became a commercial success after it launched globally in 1980.
Market Abuse Regulation update: January 2021
We highlight the recent changes to the Market Abuse Regulation (MAR) .