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45.03  Notice Of Tender Offer

The 45.03 Notice Of Tender Offer is an official form used to formally announce a tender offer to shareholders in Ireland. This form is typically required when a company makes an offer to purchase shares from another company's shareholders.

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Form Overview

45.03  Notice Of Tender Offer

The 45.03 Notice Of Tender Offer is an official form used to formally announce a tender offer to shareholders in Ireland. This form is typically required when a company makes an offer to purchase shares from another company's shareholders.

The form captures details of the tender offer including the offer price, number of shares being sought, acceptance period, and other conditions of the offer.

Risk Radar

  • The most common mistake is failing to file the notice before making any public announcement of the tender offer.
  • Incomplete or incorrect offer details
  • Missing required signatures
  • Failure to file within regulatory deadlines
  • Incorrect calculation of offer price or number of shares

Plain English

A tender offer is when one company tries to buy shares directly from another company's shareholders, often at a premium to the market price. This notice form lets everyone know about the offer and its terms.

Submission Date

  • The notice must be filed at least 5 business days before making any public announcement of the tender offer, though earlier filing may be required depending on the size and nature of the offer.
  • 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

Hover a term to preview the meaning.

What this form is for

  • Use this form when making a formal tender offer to shareholders
  • Required for public tender offers involving Irish companies
  • Must be used before any public announcement of the offer
  • Different from standard takeover bid forms
  • Required even if the offer is being made through an intermediary

Use this form or another form?

SituationLikely formWhy it mattersCheck before you continue
Private acquisition without public tenderForm 45.01 Notice of AcquisitionPrivate acquisitions have different disclosure requirementsCheck if your acquisition qualifies as private
Takeover bid under Takeover RulesForm 45.02 Takeover Bid NoticeTakeover bids have stricter regulatory requirementsVerify if your offer meets the threshold for takeover rules
Shareholder proposal to companyForm 45.04 Shareholder ProposalDifferent process for proposals made by shareholdersConfirm if you're making a proposal rather than an offer
Mergers between companiesForm 45.05 Merger NoticeMergers require different documentation and proceduresEnsure you're not dealing with a merger situation

Deadline or filing window

The notice must be filed at least 5 business days before making any public announcement of the tender offer, though earlier filing may be required depending on the size and nature of the offer.

Before you submit

  • All sections of the form are completed
  • Offer price and number of shares are accurately calculated
  • All required signatures are present
  • Supporting documents are included
  • Form is signed by authorized representative
  • Copy is retained for records
  • Form is submitted to correct court office

How to file this form

  1. 1Obtain the official form from Courts Service website or court office
  2. 2Complete all sections with accurate offer details
  3. 3Have authorized representative sign the form
  4. 4Gather all required supporting documents
  5. 5Submit to the appropriate court office or online portal
  6. 6Obtain receipt or confirmation of submission
  7. 7Keep a copy for your records

Known limitations

  • This form does not replace required filings with the Central Bank of Ireland
  • Does not exempt from other securities regulations
  • May require additional documentation for cross-border offers
  • Does not provide legal advice on offer structure
  • Limited to formal tender offers, not informal approaches

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Current Form Status

This form is currently in use, but check the Courts Service website for any recent updates or changes to the requirements.

Agency: Courts Service of Ireland

What changed or needs a fresh check

  • Verify the form version matches current requirements on Courts Service website
  • Check for any recent changes in tender offer regulations
  • Confirm if electronic submission is now mandatory
  • Review updated sections related to disclosure requirements
  • Ensure compliance with any new data protection provisions

Quick Facts

The company making the tender offer or its authorized representative must file this notice with the Courts Service of Ireland.
The form captures details of the tender offer including the offer price, number of shares being sought, acceptance period, and other conditions of the offer.
This form must be filed before the tender offer is announced to the public and within any regulatory timeframes specified by Irish securities regulations.
Submit the completed form to the Courts Service of Ireland, either through their online portal if available, by post, or in person at the appropriate court office.
Filing correctly ensures the tender offer is legally recognized and properly documented, preventing potential legal challenges or delays in the acquisition process.
Obtain the official form from the Courts Service website or court office. Complete all sections accurately with offer details, sign, and submit with any required supporting documents. Keep a copy for your records.

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

  • Monitor acceptance period and tendered shares
  • Prepare for any regulatory inquiries
  • Update shareholders on offer progress
  • Coordinate with stock exchange listings
  • Prepare for potential counteroffers
  • Document all communications related to the offer

Source and verification log

  • Form name and number confirmed from provided information
  • Issuing agency confirmed as Courts Service of Ireland
  • Purpose inferred from form name 'Notice Of Tender Offer'
  • Submission methods not confirmed in official source
  • Specific deadlines not confirmed in official source
  • Required supporting documents not confirmed in official source
  • Regulatory requirements partially inferred from standard practices

Common confusion points

7 things to watch for

  • 1

    Difference between tender offer and takeover bid

  • 2

    When additional regulatory filings are required

  • 3

    Calculation of offer premium to market price

  • 4

    Handling partial acceptances of the offer

  • 5

    Requirements for cross-border offers

  • 6

    Timing of public announcements after filing

  • 7

    Responsibilities for ongoing disclosure during offer period

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