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Broker cutoffs and record dates: the dates that decide a tender

Albert Gasull, editor · updated 21 September 2026

The expiry printed on an offer is the moment the depositary, the agent collecting shares for the buyer, stops accepting them. Two other dates usually decide whether a holding gets in. The broker stops taking instructions first, hours or days before the expiry, and says so only in its own corporate-action notice once the offer is open. And where eligibility is fixed on a record date, as in many UK trust tenders, the register counts settled shares only: London settles two business days after the trade, so the purchase has to come at least two business days before the record date.

How the mechanism works

  1. The offer sets an expiry: the time the depositary stops accepting shares. Almost nobody tenders to the depositary directly.
  2. The shares sit with a broker, and the broker sits inside a central depository: DTC in New York, CREST in London. Each link needs time to collect, net and pass on instructions.
  3. So each link closes before the next one, and the deadline that binds a holder is the broker’s cutoff, set by the broker, not the offer.
  4. A US tender lets whoever holds the shares at the cutoff tender them. A UK trust tender often fixes eligibility on a register date instead.
  5. A register counts settled shares only. With settlement two business days after the trade, the last day to buy falls two business days before the record date.

The sentence to look for

There are two sentences, one for each date. The first sits in the procedure section of US and Canadian offers. The Arbutus Biopharma Offer to Purchase states:

“If an investment dealer, stock broker, bank, trust company or other nominee holds Shares for a Shareholder, it is likely the nominee has established an earlier deadline for that Shareholder to act to instruct the nominee to accept the Offer on its behalf.”

The second fixes who takes part. The Lindsell Train Investment Trust tender offer circular states:

“Basic Entitlements will be calculated by reference to registered shareholdings of Eligible Shareholders as at the Tender Record Date and will be rounded down to the nearest whole number of Shares.”

One moves the deadline; the other makes settlement, not the purchase, the date that counts.

Worked example: Arbutus and Lindsell Train

Arbutus, the cutoff. The offer expires on Tuesday 29 September at 17:00 New York time. The cutoff IBKR shows for it is 13:00 the same day.

  1. Gap: 17:00 − 13:00 = 4 hours.
  2. An instruction sent at 14:00 New York on 29 September is inside the offer and outside the broker’s window, so the shares stay untendered.

Lindsell Train, the record date. The Tender Record Date is 18:00 London (13:00 New York) on Monday 14 September, and London settles two business days after the trade.

  1. Last purchase that settles in time: Thu 10 Sep + 2 business days = Mon 14 Sep.
  2. The circular was published on Friday 11 September, the day after that last purchase date.
  3. Our purchase, 260 shares on Monday 14 September: Mon 14 Sep + 2 business days = Wed 16 Sep, two days after the register was counted.
  4. Expected entitlement: 20% × 260 = 52 shares. Actual entitlement: 0.

The 260 shares are now an ordinary holding in a trust at a discount, and the route to 95% of net asset value is closed to them. The 18 September close of 590p sits above the 578p average cost, so the mistake has cost nothing yet.

Editor’s view: of the two dates, the record date is the more dangerous, because it can pass before the document that announces it is published.

Where it goes wrong

  • Reading the expiry as the deadline. At Arbutus the broker closes four hours early. At Oma Savings Bank the offer ends on Friday 25 September at 09:00 New York (16:00 Helsinki); the IBKR cutoff is Wednesday 23 September at 03:00 New York (10:00 Helsinki), about two days earlier.
  • Treating the gap as a rule. Through one broker it has been four hours, two days and two days, and no offer document mentions it. The Medtronic exchange offer expires at midnight New York at the end of 9 October; DTC is expected to close at 17:00, seven hours earlier.
  • Buying on the record date. A purchase made that day settles after it. The register counts settlement, not the trade.
  • Assuming the dates are fixed. On 17 September Medtronic filed an amendment to correct “a typographical error” in its guaranteed-delivery deadline.

How to check it

  • The offer document shows the expiry with its time zone, and a sentence warning that a nominee may set an earlier deadline.
  • The broker’s corporate-action notice shows the broker’s own cutoff: at Arbutus, 13:00 against a 17:00 expiry.
  • The circular shows whether eligibility is fixed on a record date, and at what time: at Lindsell Train, 18:00 London on 14 September.
  • The trade confirmation shows the settlement date. A settlement date after the record date carries no entitlement.
  • The filing history shows any amendment to the dates, such as Medtronic’s Schedule TO-I/A of 17 September.

Sources

Next guide: Split-off exchange offers: the upper limit that caps the discount

Author holds: Arbutus, yes, 99 shares, tendered; Lindsell Train, yes, 260 shares, not eligible for the tender; Oma Savings Bank, yes, 300 shares, elected; Medtronic, no (21 September 2026). 99 Shares is information, not advice, and nothing here is a recommendation to buy, sell or tender any security. Terms of use.