Jersey
Answer ... There is no standard timetable for an offer from a Jersey legal perspective – the timetable will be driven by the circumstances of the relevant transaction.
Key milestones/considerations from a Jersey companies law perspective in respect of timelines for public M&A transactions can be summarised as follows:
- Takeover offer: To effect a statutory squeeze-out following an offer for shares in a company, the offeror must first give six weeks' notice to any holder of shares which the offeror has not acquired or contracted to acquire pursuant to the offer, that it desires to acquire those shares.
- Scheme of arrangement: There must be 21 clear days following the posting of the scheme circular to members, together with a notice of the court meeting and notice of any other shareholder meetings needed to approve the scheme and related proposals, before the scheme proposals are put to the court meeting.
- Merger: There is a statutory creditor notification period of 21 days in respect of a merger.
The Takeover Code applies in relation to certain Jersey companies, pursuant to the Companies (Takeovers and Mergers Panel) (Jersey) Law 2009 and the Takeover Panel’s rules. In summary, a Jersey company is subject to the Takeover Code if any of its securities are listed on a regulated market or multilateral trading facility in the United Kingdom (including the London Stock Exchange main marker and the Alternative Investment Market); or any stock exchange in the Channel Islands or the Isle of Man, for all public companies and certain private companies if they have or are considered to have their place of central management and control in the United Kingdom, the Channel Islands or the Isle of Man.
A Jersey company which has shares listed on other exchanges (eg, the New York Stock Exchange and NASDAQ) may also be subject to the Takeover Code if the Takeover Panel considers that the company’s place of central management and control is in the United Kingdom, Jersey, Guernsey or the Isle of Man.
Transactions governed by the Takeover Code are overseen by the UK Takeover Panel. The main functions of the panel are:
- to issue and administer the Takeover Code; and
- to supervise and regulate takeovers and other matters to which the Takeover Code applies.
If the Takeover Code applies to the relevant transaction, the timeline will likely be driven by market rules and the requirements of the Takeover Code. In addition, other equivalent rules or codes may apply depending on where a Jersey company is listed.
Jersey
Answer ... Restrictions: There are no specific restrictions under Jersey companies law in relation to stake building. However, there are rules pursuant to insider dealing and market abuse legislation in Jersey (and elsewhere) which may prevent further acquisitions of shares where the bidder has inside information.
In addition, if the Takeover Code (or other equivalent rules or codes) applies, there may be a number of restrictions in relation to stake building pursuant to this.
Disclosure obligations: Jersey companies law is limited in relation to disclosure obligations; although it is common for the target’s constitutional documents to contain disclosure requirements, together with penalties for failure to comply. The penalties include:
- loss of voting rights; and
- loss of rights to dividends.
If the Takeover Code (or other equivalent rules or codes) applies, the bidder may have certain disclosure obligations pursuant to this.
Jersey
Answer ... In a takeover offer, if the bidder has acquired or contracted to acquire 90% in nominal value of the shares of a par value company (or, in the case of a no par value company, 90% of the number of the shares) to which the offer relates, the bidder can acquire the remaining 10% by giving notice to the relevant shareholders.
In addition, if a takeover offer relates to all shares in a company and, at any time before the end of the period within which the offer can be accepted, acceptances have been received from the holders of shares amounting to 90% in nominal value of the shares in the case of a par value company (or, in the case of a no par value company, 90% of the number of the shares) to which the offer relates, the holder of any shares to which the offer relates which has not yet accepted the offer may, by written communication addressed to the offeror, require the offeror also to acquire its shares.
Jersey
Answer ... There are no specific requirements under Jersey companies law in relation to the demonstration of financing for a transaction.
However, if the Takeover Code (or other equivalent rules or codes) applies, the bidder may need to make certain confirmations/announcements in relation to financing pursuant to this.
Jersey
Answer ... There is no statutory threshold/level of acceptance in Jersey. The requisite threshold/level of acceptances to delist a company will depend on the requirements of the relevant stock exchange.
Jersey
Answer ... We understand that ‘bumpitrage’ occurs when an activist investor purchases shares in a company that is subject to a takeover bid. This can occasionally feature in public takeovers in Jersey.
Jersey
Answer ... Under Jersey companies law, if during the period within which a takeover offer can be accepted the offeror acquires or contracts to acquire any of the shares to which the offer relates but otherwise than by virtue of acceptances of the offer, then the offeror will be treated for the purposes of Jersey companies law as having acquired or contracted to acquire those shares by virtue of acceptances of the offer; if:
- the value of that for which they are acquired or contracted to be acquired (the ‘acquisition value’) does not at that time exceed the value of that which is receivable by an acceptor under the terms of the offer; or
- those terms are subsequently revised so that when the revision is announced the acquisition value, at the time mentioned in above, no longer exceeds the value of that which is receivable by an acceptor under those terms.
In any other case, those shares will be treated as excluded from those to which the offer relates.
If the Takeover Code (or other equivalent rules or codes) applies, there may also be certain requirements pursuant to this in relation to the minimum level of consideration.
Jersey
Answer ... There are no specific restrictions under Jersey companies law in relation to invoking MAC conditions in connection with a public takeover.
However, if the Takeover Code (or other equivalent rules or codes) applies, there may be certain requirements under this in relation to invoking MAC conditions.
Jersey
Answer ... Yes, it is common in Jersey for shareholder irrevocable undertakings to accept an offer to be obtained from target shareholders in order to secure optimal comfort that the offer will succeed.