[Last updated: 1 January 2025, unless otherwise noted]

4.1 Types of public takeover bids

A takeover can be undertaken through two structures. The first is a voluntary takeover bid to the shareholders of the target, be it in the form of a cash offer, a share offer or a mix between the two. The second is a statutory merger, where the shareholders of the bidder and the target resolve, at their respective general assembly meetings, to merge one company into the other or both companies into a new entity.

In the case of both a share offer and a statutory merger, the offer is accepted by the shareholders of the target at a duly convened general assembly. The approval threshold at a general assembly is 75% of the shares represented at the meeting.

A cash offer (or an offer with a cash alternative) must also be made in circumstances where the bidder (or those acting in concert with it) purchases the target's shares for cash during the offer period or in the 12 months prior to it. The price offered must not be less than the highest price paid.

4.2 Mandatory offer

Where a person (or persons acting in concert) increase(s) its/their aggregate interest in the voting shares of a listed company to 50% or more through a restricted purchase of shares or a restricted offer for shares, the Board of the CMA will have the right to require such person(s) to purchase the remaining voting shares of the target.

It is worth noting that the MARs provide that a person (or persons acting in concert) who acquire(s) or control(s) 40% or more of a specific class of voting shares of a listed company, will be subject to a lock-up for a period of six months from the date on which this ownership level is reached.

4.3 Partial offer

A bidder may, subject to obtaining the CMA's approval, make a partial offer to the board of a target to acquire 30% or more of a specific class of the target's voting shares. The partial offer shall not be conditional except in respect of obtaining the relevant approvals related to the shares. If the bidder receives a level of acceptance that is higher than the level the bidder offered to acquire, the bidder may, subject to obtaining the CMA's approval, allocate the shares to the accepting shareholders pro rata to their shareholding in the target.

4.4 Conditionality and certain funds

An offer cannot be made subject to conditions relating to financing. Furthermore, an offer must not be subject to conditions which depend solely on subjective judgements by the bidder or the target, their respective directors, or that the fulfilment of such conditions is subject to their opinions.

As noted above, the MARs clarify that an announcement of a firm intention to make an offer should only be made where the bidder has "every reason" to believe that it can and will continue to be able to implement the offer. Responsibility for advising the bidder and ensuring all reasonable steps are taken in this respect rests on its financial advisor.

The MARs also state that in cases where the offer is in cash or includes a cash element, the offer document must confirm that the bidder has obtained a bank guarantee issued by a local bank to ensure that the bidder can fully fund the cash component of the offer.