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No. 5A Notice of Additional Tender Offer

Form No. 5A – Notice of Additional Tender Offer is a filing required by the Courts Service of Ireland when a party makes a second or further tender offer for shares in a company after an initial offer. It informs the court and the market that a new offer is being made.

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Form Overview

No. 5A Notice of Additional Tender Offer

Form No. 5A – Notice of Additional Tender Offer is a filing required by the Courts Service of Ireland when a party makes a second or further tender offer for shares in a company after an initial offer. It informs the court and the market that a new offer is being made.

The form captures the identity of the offeror, details of the new offer (price, number of shares, conditions) and references the original tender offer.

Risk Radar

  • The most common mistake is filing after the statutory deadline, which can invalidate the new offer.
  • Missing the filing deadline
  • Incorrect reference to the original tender offer
  • Omitting required supporting documents
  • Wrong offeror details (name, registration number)

Plain English

If you’ve already made a tender offer for a company’s shares and you want to launch another one, you must file this notice. It lets the courts, shareholders and regulators know the details of the new offer.

Submission Date

  • The notice must be filed within 2 business days of the public announcement of the additional tender offer, unless the Companies Act specifies a different 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 when you are making a second or subsequent tender offer for the same company.
  • Do not use for the initial tender offer – that requires Form 5.
  • Do not use for a hostile takeover that does not involve a tender offer.
  • Use instead of a private agreement notice when the offer is public and regulated.
  • Applicable for both Irish‑registered and foreign companies listed on an Irish exchange.

Use this form or another form?

SituationLikely formWhy it mattersCheck before you continue
Initial public tender offerForm 5First offer only, no prior offer referenceVerify this is the first offer
Private acquisition agreementForm 5B (hypothetical)Not a public tenderUse only for private deals
Offer amendment without new priceForm 5CMinor change onlyConfirm amendment does not alter price

Deadline or filing window

The notice must be filed within 2 business days of the public announcement of the additional tender offer, unless the Companies Act specifies a different period.

Before you submit

  • Offeror name and CRO number are correct.
  • Reference to the original tender offer (Form 5) is accurate.
  • New offer price, number of shares, and conditions are clearly stated.
  • All required attachments are included.
  • Form is signed by an authorized signatory.
  • Electronic file is in PDF format and under the size limit.
  • Cover letter includes the filing reference number.
  • Payment of any filing fee is confirmed.
  • Copy of the public announcement is attached.
  • Retain a copy of the acknowledgement receipt.

How to file this form

  1. 1Download the latest Form 5A from courts.ie.
  2. 2Complete all sections on a computer, using clear, legible text.
  3. 3Gather supporting documents (original offer notice, revised offer letter).
  4. 4Upload the PDF via the Courts Online portal or prepare a post package.
  5. 5Pay the filing fee online or include a cheque if posting.
  6. 6Submit and record the confirmation number.
  7. 7Store the confirmation and a copy of the filed form.

Known limitations

  • Form 5A is only for public tender offers; private deals require different documentation.
  • Electronic filing may not be available for all courts; check local availability.
  • The form does not capture post‑filing amendments – a new Form 5A is needed for each new offer.
  • Filing fee schedule is subject to change without notice.
  • The form does not replace any required disclosures under the Irish Stock Exchange rules.

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Current Form Status

Form 5A is currently the approved version as of 2024. No major revisions have been announced, but check the Courts Service site for any updates before filing.

Agency: Courts Service of Ireland

What changed or needs a fresh check

  • Check the form header for the latest version date.
  • Confirm the statutory deadline referenced matches the current Companies Act schedule.
  • Verify any new fields for electronic signatures have been filled.
  • Ensure the list of required attachments is up‑to‑date.
  • Review the court’s filing fee schedule for any changes.

Quick Facts

The offeror (the person or entity making the additional tender offer) must file the form.
The form captures the identity of the offeror, details of the new offer (price, number of shares, conditions) and references the original tender offer.
It must be filed as soon as the additional tender offer is announced, and no later than the statutory deadline set out in the Companies Act (usually within 2 business days of the announcement).
Submit the completed form to the Courts Service via the Courts Online portal or by post to the relevant Circuit Court registry.
Accurate filing ensures the tender offer is legally valid and avoids penalties or the offer being struck down by the court.
1. Download Form 5A from the Courts Service website. 2. Fill in the offeror’s details, reference the original offer, and list the new offer terms. 3. Attach any supporting documents (e.g., revised offer letter). 4. Sign the form and upload it through the Courts Online portal or mail it with a self‑addressed envelope. 5. Keep a copy of the acknowledgement receipt.

Form Details

Agency
Courts Service of Ireland
Revision Date
19/01/26

No. 5A Notice of Additional Tender Offer

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After you file

  • Monitor the court’s portal for the filing acknowledgement.
  • Notify shareholders and the stock exchange of the filing reference.
  • Update any regulatory notifications (e.g., Central Bank if applicable).
  • Keep the filing receipt for audit and compliance records.
  • Watch for any court queries or requests for additional information.

Source and verification log

  • Form number and name from user input.
  • General purpose of Form 5A inferred from title and Courts Service context.
  • Deadlines and filing method inferred from typical Companies Act tender offer requirements.
  • Not confirmed in official source: exact statutory deadline (2 business days).
  • Not confirmed in official source: specific fee amount and payment methods.
  • Not confirmed in official source: existence of Form 5C or Form 5B as alternatives.

Common confusion points

7 things to watch for

  • 1

    Mixing up Form 5 (initial offer) with Form 5A (additional offer).

  • 2

    Assuming the same deadline as the original offer.

  • 3

    Leaving out the reference to the original tender offer number.

  • 4

    Submitting the form to the wrong court registry.

  • 5

    Using a scanned handwritten form instead of a typed PDF.

  • 6

    Forgetting to attach the public announcement press release.

  • 7

    Misinterpreting the filing fee as optional.

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