A takeover is a voluntary event until it is not. The UK Panel on Takeovers and Mergers (PTM) writes the City Code, which covers companies in the UK, the Channel Islands, and the Isle of Man. An offer is typically open for 21 days and cannot be extended beyond day 60 without Panel consent. Those are Code days, not a courtesy calendar. Elections that miss the last CREST cut-off are out.
Acceptances in CREST move stock into TTE (transfer to escrow), not to the bidder's free account. Many offers go unconditional around the 80% acceptance level. Once the bidder has 90% plus one of the shares to which the offer relates, s.979 of the Companies Act lets it squeeze out the rest on a six-week notice. Until unconditional, accepted stock is ring-fenced; it is not yet the bidder's, and it cannot be sold twice.
Consideration can be cash, paper, or a mix, sometimes with a contingent value right (CVR) that pays later if a milestone is hit. Paper consideration is a new ISIN. A CVR is another claim register. Mixing them into the original ordinary line is how a desk loses a leftover promise. Exchange offers that are share-for-share still run as takeovers under the Code if they are bids for control, not as mandatory mergers.
Atlantic Horizon UCITS ICAV holds 250,000 Thames Industrial plc shares in CREST through State Street. A cash offer at 480p, against a 400p undisturbed price, is a 20% premium and a £1,200,000 cash outcome if the manager accepts in full. The instruction is an MT565. The stock moves TTE. Dublin has to show an escrowed position, not a free CREST line, and not cash until the offer is unconditional and the paying agent actually pays.
Irish UCITS administration cannot outsource that NAV stamp or the fund's shareholder register while the stock sits in escrow. Dealers in the ICAV are buying a fund that either still owns Thames, owns a claim on 480p, or owns a mix after a partial accept. The Cayman sleeve can hold the same name; it uses the same State Street TTE. It does not get to treat escrow as cash just because CIMA is lighter on product rules.
Nippon Industrials KK (Tokyo, ISIN JP3899200005) sits outside the City Code. A Japanese tender offer (TOB) has its own statute, its own acceptance bank, and its own squeeze-out mechanics. Copying day 21 and day 60 onto Tokyo is how a desk misses the local agent. State Street's Japanese sub-custodian will notify on the TOB; CREST will not. The voluntary default is still the same: no instruction, no accept, the holding remains.
The operational spine is offer document, golden copy of the timetable, election, TTE or local escrow, wait for unconditional, then cash or paper, then squeeze-out if the bidder gets there. Skip the wait and you have booked a premium the offer never paid.