Rule 3 adviser

Last updated

A Rule 3 adviser in the UK is a firm authorised, under the Takeover Code, to advise the shareholders of a company when there is an offer made for the company. [1]

No person who is not so authorised may advise shareholders, especially minority shareholders, on the merits or otherwise of an offer or approach nor deal in the securities involved.

An independent adviser, typically an investment bank or firm of accountants, appointed under Rule 3.1 of the Takeover Code, gives advice to the board of the target company as to whether the financial terms of any offer (including any alternative offers) are fair and reasonable and, in fact, their opinion on whether the bidder will be able to implement the bid in full (rule 1). [2] Their advice must be made known to shareholders in the offer document on a recommended bid or in the target's defence document on a hostile bid. [3]

The Takeover Panel advises that the Rule 3 adviser needs to be independent of the offerer or bidder. Independence is often not a clear cut matter given the global reach of some of the accountancy firms and investment banks involved and the Takeover Panel has provided advice on how it will judge independence. [4]

Related Research Articles

<span class="mw-page-title-main">Mergers and acquisitions</span> Type of corporate transaction

Mergers and acquisitions (M&A) are business transactions in which the ownership of companies, business organizations, or their operating units are transferred to or consolidated with another company or business organization. As an aspect of strategic management, M&A can allow enterprises to grow or downsize, and change the nature of their business or competitive position.

A shareholder rights plan, colloquially known as a "poison pill", is a type of defensive tactic used by a corporation's board of directors against a takeover.

In business, a takeover is the purchase of one company by another. In the UK, the term refers to the acquisition of a public company whose shares are listed on a stock exchange, in contrast to the acquisition of a private company.

<span class="mw-page-title-main">Financial Services Authority (United Kingdom)</span> Former quasi-judicial body in the UK

The Financial Services Authority (FSA) was a quasi-judicial body accountable for the regulation of the financial services industry in the United Kingdom between 2001 and 2013. It was founded as the Securities and Investments Board (SIB) in 1985. Its board was appointed by the Treasury, although it operated independently of government. It was structured as a company limited by guarantee and was funded entirely by fees charged to the financial services industry.

In financial services, a broker-dealer is a natural person, company or other organization that engages in the business of trading securities for its own account or on behalf of its customers. Broker-dealers are at the heart of the securities and derivatives trading process.

Mediahuis Ireland is a Belgian/Dutch-owned media organisation that is based in Dublin and publishes national daily newspapers, Sunday newspapers, regional newspapers and operates multiple websites including Independent.ie. Mediahuis Ireland operates throughout Ireland. Its titles include the highest circulation daily and Sunday papers in Ireland. Mediahuis Ireland is a wholly owned subsidiary of Mediahuis.

Slaughter and May is an international law firm headquartered in Bunhill Row, London. Founded in 1889, Slaughter and May is considered to be one of the most prestigious law firms in the world and is a member of the "Magic Circle" of elite London-headquartered law firms. In addition to London, it has offices in Beijing, Brussels and Hong Kong.

Independent financial advisers (IFAs) are professionals who offer independent advice on financial matters to their clients and recommend suitable financial products from the whole of the market. The term was developed to reflect a United Kingdom (UK) regulatory position and has a specific UK meaning, although it has been adopted in other parts of the world, such as Hong Kong.

<span class="mw-page-title-main">Financial planner</span> Professional who prepares financial plans for people

A financial planner or personal financial planner is a qualified financial advisor. Practicing in full service personal finance, they advise clients on investments, insurance, tax, retirement and estate planning.

<span class="mw-page-title-main">Financial adviser</span> Professional who renders financial services to clients

A financial adviser or financial advisor is a professional who provides financial services to clients based on their financial situation. In many countries, financial advisors must complete specific training and be registered with a regulatory body in order to provide advice.

A squeeze-out or squeezeout, sometimes synonymous with freeze-out, is the compulsory sale of the shares of minority shareholders of a joint-stock company for which they receive a fair cash compensation.

<span class="mw-page-title-main">Canaccord Genuity</span> Canadian financial company

Canaccord Genuity Group Inc. is a global, full-service investment banking and financial services company that specializes in wealth management and brokerage in capital markets. It is the largest independent investment dealer in Canada. The firm focuses on growth companies, with operations in 10 countries worldwide and the ability to list companies on 10 stock exchanges. Canaccord Genuity, the international capital markets division, is based in Canada, with offices in the US, the UK, France, Germany, Ireland, Hong Kong, China, Singapore, Dubai, Australia, and Barbados.

Mergers and acquisitions in United Kingdom law refers to a body of law that covers companies, labour, and competition, which is engaged when firms restructure their affairs in the course of business.

<span class="mw-page-title-main">Perpetual Limited</span>

Perpetual is an Australian investment fund and trustee group in the S&P/ASX 200. The company provides investment products, financial advice, philanthropic and corporate services to individuals, families, financial advisers and organisations.

<span class="mw-page-title-main">Melrose Industries</span> British company

Melrose Industries plc is a British manufacturing company based in London. It specialises in buying, investing in, and divesting engineering companies. Its shares are listed on the London Stock Exchange as a constituent of the FTSE 100 Index. Melrose serves customers in the United Kingdom and United States.

<span class="mw-page-title-main">HBOS</span> United Kingdom banking and insurance company

HBOS plc was a banking and insurance company in the United Kingdom, a wholly owned subsidiary of the Lloyds Banking Group, having been taken over in January 2009. It was the holding company for Bank of Scotland plc, which operated the Bank of Scotland and Halifax brands in the UK, as well as HBOS Australia and HBOS Insurance & Investment Group Limited, the group's insurance division.

In mergers and acquisitions, a mandatory offer, also called a mandatory bid in some jurisdictions, is an offer made by one company to purchase some or all outstanding shares of another company, as required by securities laws and regulations or stock exchange rules governing corporate takeovers. Most countries, with the notable exception of the United States, have provisions requiring mandatory offers.

The Takeover Code, or more formally The City Code on Takeovers and Mergers, is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in the EU Takeover Directive.

<span class="mw-page-title-main">Greenhill & Co.</span> American investment bank

Greenhill & Co., Inc. is an American investment bank founded in 1996 by Robert F. Greenhill. The firm provides advice on mergers, acquisitions, restructurings, financings, and capital raisings to leading corporations, partnerships, institutions and governments across a number of industries.

Robey Warshaw LLP is a boutique investment bank based in London. The firm was founded in 2013 and is led by investment bankers Sir Simon Robey, Philip Apostolides, and Simon Warshaw.

References

  1. "The Takeover Code" (PDF). www.thetakeoverpanel.org.uk. 2008. Retrieved 19 May 2020.
  2. "A Guide To Takeovers In The UK" (PDF). Retrieved 1 July 2020.
  3. "Rule 3 Adviser" . Retrieved 1 July 2020.
  4. "Practice Statement 21" (PDF). www.thetakeoverpanel.org.uk. Retrieved 19 May 2020.