Timeline
5. Timeline

[Last updated: 1 June 2022, unless otherwise noted]

The table below contains an indicative timeline summarizing the main steps of a typical UK public takeover bid process for a contractual offer and for a scheme of arrangement. Note that if a competing bid is made, the timetable is reset to that of the competing bid.

Date Scheme of arrangement Contractual offer
As early as possible Book court dates.  

A - 28

Announcement of possible bid and beginning of the offer period (if not already commenced). Except with the Panel's consent, the potential bidder will have 28 days from the date of the possible bid announcement to either (i) announce a firm intention to make a bid or (ii) announce that it will not make a bid unless, upon request from the target, the Panel grants an extension to this deadline.

Announcement of possible bid and beginning of the offer period (if not already commenced). Except with the Panel's consent, the potential bidder will have 28 days from the date of the possible bid announcement to either (i) announce a firm intention to make a bid or (ii) announce that it will not make a bid unless, upon request from the target, the Panel grants an extension to this deadline.

A day

Announce scheme by way of a Rule 2.7 Announcement.

Announce takeover offer by way of a Rule 2.7 Announcement.

A + 5

Issue claim form to commence court meetings, attaching witness statement and draft scheme circular (NB no later than two business days prior to hearing of claim form).

 
A + 10

Hearing of claim form seeking directions for convening of shareholder meeting and sanction of court to scheme if it is approved by the meeting.

Court orders meeting to be held and adjourns claim form until after meeting.

 
D Day 
  1. Publish scheme circular and proxy form (must be within 28 days of A Day but can only be within the 14 days following A Day if the target board consents to this).
  2. Announcement of publication of scheme circular.
  1. Publish offer document and form of acceptance (must be within 28 days of A Day but can only be within the 14 days following A Day if the target board consents to this).
  2. Announcement of publication of offer document.
D + 7

Last date terms of scheme can be revised (assuming court and shareholder meetings to be held on D + 21).

 
D + 14

Last date potential competing bidder usually allowed to clarify its intentions (assuming court and shareholder meetings to be held on D + 21).

Deadline for target to publish defense document (if hostile bid).

D + 19

Latest date for submission of proxies.

 
D + 21

First date for court and shareholder meetings to approve scheme can be held.

Earliest date for closing the offer (bid must be open for acceptances until the later of   (1) the 21st day after publication of the offer document) and (2) the date on which the offer becomes unconditional or lapses.

D + 22
  1. Target announces results of meetings by 8:00 a.m.
  2. Target files a copy of the special resolution with Companies House.
  3. Complete report of Chairman of meeting to court.
  4. Swear and file witness statement as to service of notices convening court meeting and general meeting, and result of meetings.

Bidder's first announcement of level of acceptances by 8:00 a.m.  (thereafter several similar announcements are required throughout the offer process).

D + 30 

Advertise court hearing seven clear days in advance.

 
D + 37   Potential suspension of offer timetable where there remain outstanding regulatory clearances. A suspended offer timetable would resume on the date when the last relevant regulatory condition is satisfied or waived, which would normally become D + 32.  
D + 38
  1. Court hearing to sanction scheme (all scheme conditions must have been fulfilled).
  2. Target announces results of court hearing.
 
D + 39
  1. File court order sanctioning scheme at Companies House.
  2. Scheme becomes effective.
  3. Target or bidder announces scheme has become effective.
  4. End of offer period.

Last date for material new target information to be published.

D + 46  

Latest date bidder can revise the bid.

D + 53

Latest day to pay consideration to target shareholders (within 14 days of scheme becoming effective).

Last date potential competing bidder usually allowed to clarify its intentions.

D + 60  

Last date by which the offer must become unconditional or lapse. Offer period ends.

D +74   Latest day to pay consideration to target shareholders (within 14 days of offer becoming unconditional).
Later date The scheme document must include a "long-stop date", on which the scheme will lapse if it has not become effective.  The offer document must include a "long-stop date", on which the offer will lapse if: (i) insufficient acceptances have been received to satisfy the acceptance condition; or (ii) with the consent of the Panel, a regulatory condition has not been satisfied or waived.
Thereafter  

Bidder can undertake compulsory acquisition procedure if it achieves 90% or more acceptances of offer.

Set out here is an overview of the main steps for a takeover offer and a scheme of arrangement in the UK.