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Concluding an M&A deal in Great Britain requires the bidders & the target company to ensure that they don’t mislead each other by providing inaccurate information. This means that market participants shouldn’t overestimate the nature of the obligations of anyone with an economic interest. Similarly, holders of derivatives expressing support for the proposal should be careful not to overestimate their ability to vote as per the established scheme or sell their shares upon a takeover in England.

Great Britain: Disclosure Regulation

For a long time, the role of the regulators in Great Britain was to ensure that they received information about the holders of securities, irrespective of their form. To change the existing status quo, significant amendments have been made to the disclosure regime in Great Britain.

The current disclosure regime in Great Britain is contained in:

  • the City Code on M&A in Great Britain;
  • DGTR.

The application of DGTR to lower disclosure thresholds applies to:

  • companies headquartered in the Great Britain;
  • companies listed in Great Britain.

For shareholders of UK-registered companies with headquarters in Great Britain, the DGTR disclosure regime has general application, while disclosure under DGTR applies only after the start of the offer validity period.

Long-Term Economic Risks

Those considering concluding an M&A deal in Great Britain should keep in mind that after the “offer period” has begun, a much lower disclosure threshold is applied.

Holders of shares representing 1% of the target company’s shares are required to disclose information on opening a position within ten days after the announcement of the beginning of the offer period.

Seeking to conclude an M&A deal in Great Britain? Need legal advice on conducting M&A transactions in England? Our experts are ready to provide legal assistance with an M&A transaction.