Why Takeover Data matters and how can aosphere help

In this Q&A, we interview Dean Ratcliffe, CEO of Share Disclosure Limited (SDL) about the complexities of Takeover Data and how the SDL Takeover Data module can help clients navigate these complexities.

So tell us a bit about yourself Dean

I’ve been working in the data, systems and analysis space for around 40 years (don’t ask me my age!) across a range of organisations including Reuters and have run my own data management business for the last 15+ years. In my free time I volunteer in Kingston Hospital in the A&E department and love to walk my dog Millie.

How do you work with aosphere on Takeover Data?

aosphere have the market leading legal content on shareholding disclosures (see Rulefinder Shareholding Disclosure) in 100+ markets and as part of their analysis they identified a number of years ago around 20 markets where there is a different reporting threshold and/or reporting process if an investor holds shares in an issuer which is subject to a takeover bid. aosphere provides their shareholding disclosure service to around 350 organisations and many of them were asking for more clarity on how to find out which issuers were subject to a takeover in those 20 or so jurisdictions. My business has lots of expertise in this space and we developed ‘Takeover Data’ to solve the client problem and provide accurate, detailed data on issuers coming on and off takeover lists which is consumable through a web based UI or as an FTP Data file.

One question we get asked a lot is why a service like ‘Takeover Data’ is needed when some regulators have RSS feeds and most of this data is publicly available?

This is a great question. Some markets are quite easy to get accurate consolidated data most of the time as they have publicly available takeover lists, e.g. the UK and Ireland, but in many others there is no helpful, consolidated list and there are a range of issues and complexities that make it quite difficult to get standardised accurate data in a timely way. Having a single provider who knows all these hidden ‘banana skins’ and how to avoid them to deliver consistent data in a single machine-readable file makes life much easier. 

So what are some examples of the ‘banana skins’ you refer to?

The sort of problems we see clients face are:

• Language - sometimes data is in the local language and the English version of the regulator’s website doesn’t have the most accurate up to date information.
• Combining data sources -  some takeover information doesn’t have accurate ISIN/NIC or other relevant identifiers so  you have to manually map it to the correct ISIN/NSI at an issuer and security level which can lead to complexity, delay and error. We’ve had a number of occasions where we have actually notified the regulators of incorrect identifiers in their announcements - which they have been grateful to receive!
• Knowing what to ignore - in the absence of a publicly available takeover list, lots of takeover announcements are made via ‘news’ sections of regulators’ websites which announce all sorts of new stories. Identifying the relevant takeovers in a timely fashion is not always a straightforward task.
• When to include an Offeror/Bidder as well as an Offeree/Target - in some regimes, if the offer is not a pure cash offer, disclosure may apply in relation to the Bidder as well as the Target. The data needs to indicate this only when it is applicable and include it in the client’s data file.
• Dealing with time zones - depending on the time zone, checking this data can be difficult for clients if announcements occur outside of the client’s working hours.
• File Format - the data comes in a range of file formats from web text, pdf, spreadsheets and RSS feeds. Clients want this in one digestible, updated file which can be fed into whatever systems they wish with a proper data audit trail.

Another question we get asked is, “Can’t sophisticated web scraping tools do all this heavy lifting instead - why are any humans required at all to compile this data”?

We try to use as much technology as possible to do the heavy lifting but there are a range of issues with the way this data is delivered that means it is simply not possible to fully scrape or ‘parse’ the code of the public sources to pick out all the relevant pieces of information and filter that content for specific data we are looking for. Here are some examples:

• Australia - We take data from the ASX website and each announcement links to a PDF that you can’t copy and paste. This PDF data can’t be parsed. The data is also  quite complicated and we see many different types of announcements that we have to sift through.
• Belgium - We take data from the FSMA public website which can be parsed but ISIN and NSI details have to be sourced separately.
• Brazil - We take data from the regulator’s website but it is in Portuguese and not all Takeovers show here so we also monitor a range of news sources to get a fuller picture.
• France - We go to the AMF website and have to download a spreadsheet which can’t be parsed. The spreadsheet doesn’t provide the NSI and you need to check on Euronext for the date and time of release and the terms.
• Greece - The Greek pages on the HCMC website are often far ahead in timing to the English translated pages so we dive into the Greek content, and have expanded our range of sources.
• Switzerland - The Swiss Takeover Board often requires further analysis from our team as it can sometimes list takeovers as current when the takeover has in fact ended a few months ago.

I could go on, but I know this was meant to be a quick Q&A!

Finally, what other data services do you offer?

We have services that monitor short selling bans across a range of markets, and also review issuer by-laws/articles of association in key jurisdictions (like France and Belgium) to show if the issuer requires a lower disclosure threshold than the regulatory baseline.