If the Court approves the plan at the second hearing, it will be binding on the target company and all its shareholders if the decisions of the Court of Justice are filed with ASIC (usually until the next business day), including the target shareholders who voted against the plan or did not vote at all at the system meeting. In order for the plan to be approved, a « yes » must be adopted by both parties at the plan meeting: it is important to include in the plan`s schedule that the courts are generally closed from mid-December to early February, which can significantly delay the first or second hearing. This practice note examines the detailed procedures for a buyer to acquire all shares or class of shares in a company (offer) that it does not already have under a regulatory regime under Part 26 of the Companies Act 2006 (CA 2006) (scheme). The program brochure will include an independent expert report that will assess the target shares and determine whether the plan is in the « best interests » of the target shareholders. In recent years, despite the prohibition of cancellation programs as part of a takeover and the removal of the occasional benefits of a cancellation scheme, the plans of the majority of the suppliers that made the acquisition were the structure of choice. In 2019, 71% of business offers were structured as arrangement systems, and this popularity of systems was widespread across all sizes of the company. For more information and analysis, see: Public M-A Deals 2019-UK-Market Tracker Trend Report. The general timing of a regulatory regime is not required by law, but the legal requirements include: in the case of an over-the-counter takeover bid as a system, the counterparty may consist of any form, including cash, listed or unlisted securities or a combination. An over-the-counter takeover bid and a system may be subject to conditions, although certain conditions are prohibited in takeover bids and are unusual in schemes such as conditions based on the bidder`s subjective opinion or which may be controlled exclusively by the bidder. As part of a takeover bid, all offers must be made under the same conditions, including the price of the offer. A plan allows flexibility to deal with different target shareholders, but this can lead to separate categories when voting on plan approval.
In general, a system is less regulated than a takeover bid, which allows for greater flexibility in the integration of secondary features such as capital transfers and capital education. After the plan is published, the objective (with the assistance of the bidder) establishes a publication document called a « schematic brochure » in order to obtain shareholder approval. A regulatory regime is a procedure under Part 5.1 of the Corporations Act, which allows a company to replenish its capital, assets or liabilities with the agreement of its shareholders and the Court of Justice. Under a plan, the bidder and the target objective must first reach an agreement to propose the plan to shareholders, which requires the agreement of both the targeted shareholders and the Court of Justice.