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45.03  Notice Of Tender Offer

This form is the official Notice Of Tender Offer (Form 45.03) issued by the Courts Service of Ireland. You use it when making a formal offer to buy or sell shares in an Irish company via tender.

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Form Overview

45.03  Notice Of Tender Offer

This form is the official Notice Of Tender Offer (Form 45.03) issued by the Courts Service of Ireland. You use it when making a formal offer to buy or sell shares in an Irish company via tender.

The form captures details of the specific shares involved, the proposed offer price, and the terms under which the sale or purchase will happen.

Risk Radar

  • Ensure the offer price matches the terms stated in your initial board resolution.
  • Failing to specify the exact class of shares being offered.
  • Using an outdated version of Form 45.03.
  • Incorrectly stating the offer price or conditions.
  • Submitting the form without the required director signatures.

Plain English

Simply put, this document tells everyone that you are offering to buy or sell shares under specific terms. It's your official announcement to the market about your tender offer. This ensures all interested parties know exactly what is being offered and at what price.

Submission Date

  • The submission must occur before or on the date the tender offer officially begins to be advertised. Check for any specific cut-off dates related to the offering period.
  • Preparation window: collect IDs, supporting records, and signatures in advance.
  • Final review: verify names, dates, and required fields before submission.

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Glossary Terms

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What this form is for

  • Use this form when formally offering to buy shares in an Irish company.
  • Use this form when formally offering to sell shares in an Irish company.
  • This is required when the offer must be made via a 'tender' process, not just a direct sale agreement.
  • It serves as the official notification of your tender intention to the relevant parties.

Use this form or another form?

SituationLikely formWhy it mattersCheck before you continue
Share Purchase AgreementForm 45.01 (or similar)Use this if you are executing the deal immediately without a formal notice period firstCheck the specific wording of your offer.
Notice of Share SaleNot confirmed in official sourceUse this if the courts require a simpler notification rather than a full tender structureConfirm with the Courts Service which form is preferred.
CRO Filing Form (e.g., MGT12)Form 45.03You file 45.03 to notify *before* or *during* the CRO filing process for the company involvedEnsure your dates align between both forms.

Deadline or filing window

The submission must occur before or on the date the tender offer officially begins to be advertised. Check for any specific cut-off dates related to the offering period.

Before you submit

  • Ensure the full legal name of the offering party is correctly typed.
  • Confirm the exact number of shares being offered (buy or sell) is accurate.
  • Verify that the tender offer price per share is clearly stated in Euros (€).
  • Check that the proposed acceptance deadline date is realistic and clearly defined.
  • Sign and date the form where indicated, using a wet ink signature if printing.

How to file this form

  1. 1Complete all sections of Form 45.03 fully.
  2. 2Attach any necessary supporting documents (e.g., company share register extract).
  3. 3Submit the completed form to the designated Courts Service portal or office address.
  4. 4If submitting electronically, retain a copy of the submission confirmation receipt.
  5. 5Pay any required filing fee specified by the Courts Service.

Known limitations

  • This form does not guarantee acceptance of your tender offer; it only notifies the market/company.
  • The specific jurisdiction or court handling the matter is not confirmed in official source.
  • It does not replace a formal Share Purchase Agreement (SPA); it supports it.
  • The required method of submission (physical vs. electronic) depends on the case context.

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Current Form Status

This is the standard Notice Of Tender Offer (Form 45.03) from the Courts Service of Ireland. It remains the primary document for formal tender offers.

Agency: Courts Service of Ireland

What changed or needs a fresh check

  • Check if any specific court requirements have altered the required declaration sections.
  • Verify the current date format mandated by the Courts Service of Ireland.
  • Confirm if there are new fields related to electronic submission (e.g., e-filing reference numbers).
  • Review the section detailing the offer price—ensure it matches the company's stated share value.

Quick Facts

Companies issuing a tender offer must use this form. Investors or entities making the formal offer are usually the ones filing it.
The form captures details of the specific shares involved, the proposed offer price, and the terms under which the sale or purchase will happen.
It is submitted when the tender offer officially commences. The timing must align with regulatory requirements set by the relevant Irish bodies.
Submission methods are confirmed by the Courts Service of Ireland, but it is typically filed through their designated online portal or via post to a specified address.
Submitting this form correctly ensures your offer is legally valid in the eyes of the courts. Errors can lead to challenges against your tender offer.
First, clearly state the company and share details on Form 45.03. Next, detail the exact price and conditions of your offer. Finally, ensure all necessary signatures are present before submitting it through the Courts Service channel.

Form Details

Agency
Courts Service of Ireland
Revision Date
23/10/25

45.03  Notice Of Tender Offer

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After you file

  • Keep a record of the exact date and time of submission.
  • Monitor for any acknowledgment or query letters from the Courts Service.
  • Inform the target company that Form 45.03 has been filed.
  • Track when the tender offer deadline passes to know the next steps.

Source and verification log

  • Issued by: Courts Service of Ireland
  • Form Name: Notice Of Tender Offer
  • Form Number: 45.03
  • Context: Formal offer notification for share transactions within Irish companies.
  • Not confirmed in official source: Current specific fee structure.

Common confusion points

4 things to watch for

  • 1

    Confusing 'Tender Offer' with a simple 'Share Sale': A tender requires an active invitation for others to bid/accept.

  • 2

    Not knowing which entity needs to sign: Is it the buyer, the seller, or both?

  • 3

    Mistaking the offer price (per share) for the total transaction value.

  • 4

    Failing to specify whether you are offering to BUY shares or SELL shares in the designated box.

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