Practice Statements

Practice Statements are issued by the Panel Executive to provide informal guidance to companies involved in takeovers and practitioners as to how the Executive normally interprets and applies relevant provisions of the Takeover Code in certain circumstances. Practice Statements do not form part of the Code. Accordingly, they are not binding on the Executive or the Panel and are not a substitute for consulting the Executive to establish how the Code applies in a particular case.

Practice Statements are reviewed by the Executive periodically and are amended or withdrawn as necessary. Each Practice Statement indicates the date on which it was issued or last amended (as the case may be) and states the position as at that date.

All Practice Statements that have been issued by the Executive, other than those which have been withdrawn, can be viewed by clicking on the links in the table below.

All the links in the following tables are to documents in PDF format.


Number Date Subject Last amended


Number Date Subject Last amended
32 08/01/2018 Rule 21.1 – Application following the unequivocal rejection of an approach As issued


Number Date Subject Last amended
31 07/07/2017 Strategic reviews, formal sale processes and other circumstances in which a company is seeking potential offerors Amended 05/07/2021


Number Date Subject Last amended
30 08/10/2015 Rule 20.2 – Information required for the purpose of obtaining regulatory consents Amended 05/07/2021
29 08/10/2015 Rule 21.2 – Offer-related arrangements Amended 05/07/2021


Number Date Subject Last amended
28 14/11/2014 Rules 2.8 and 35.1 – Entering into talks during a restricted period Amended 05/07/2021
27 17/01/2014 Rule 21.2 – Directors’ irrevocable commitments and letters of intent Withdrawn 08/10/2015


Number Date Subject Last amended
26 09/09/2009 Shareholder activism Amended 05/07/2021
25 17/06/2009 Debt syndication during offer periods Amended 12/09/2016


Number Date Subject Last amended
24 10/07/2008 Appropriate offers and proposals under Rule 15 Amended 05/07/2021
23 10/07/2008 Rule 21.2 – Inducement fees and other offer-related arrangements Withdrawn 08/10/2015
22 10/07/2008 Irrevocable commitments, concert parties and related matters Amended 05/07/2021
21 07/03/2008 Rule 3 – Independent advice As issued
20 07/03/2008 Rule 2 – Secrecy, possible offer announcements and pre-announcement responsibilities Amended 01/04/2019
19 14/01/2008 Rule 19.3 – Unacceptable statements Amended 19/09/2011


Number Date Subject Last amended
18 24/10/2007 Cross-border mergers Withdrawn 31/12/2020
17 19/01/2007 The Companies Act 2006 Withdrawn 14/01/2008


Number Date Subject Last amended
16 22/08/2006 Note 5 on the definition of acting in concert – standstill agreements Withdrawn 01/01/2015


Number Date Subject Last amended
15 09/11/2005 Inducement fees – agreements between the offeror and the offeree company etc Withdrawn 10/07/2008
14 09/11/2005 Schemes of arrangement Withdrawn 14/01/2008
13 04/08/2005 Timetable extensions – alterations to a predicted date Withdrawn 14/01/2008
12 04/08/2005 Rule 9 and the interests in shares of clients whose funds are managed on a discretionary basis Amended 01/01/2015
11 25/04/2005 Working capital requirements in cash and securities exchange offers Amended 05/07/2021
10 25/04/2005 Cash offers financed by the issue of offeror securities Amended 05/07/2021
9 28/02/2005 Note 3 on Rule 20.1 – Equality of information to shareholders and the policing of meetings Withdrawn 19/09/2011
8 13/01/2005 Timetable extensions in potentially competitive situations Withdrawn 01/01/2015


Number Date Subject Last amended
7 21/07/2004 Possible improvement statements Withdrawn 14/01/2008
6 21/07/2004 Strategic review announcements Withdrawn 07/07/2017
5 28/04/2004 Rule 13.5(a) – Invocation of conditions Amended 05/07/2021
4 12/02/2004 Rule 21.2 – Inducement fees Withdrawn 10/07/2008
3 12/02/2004 Rule 20.2 – Controlled auctions Withdrawn 07/07/2017
2 12/02/2004 Rule 20.2 – Site visits and meetings with management Amended 12/09/2016
1 12/02/2004 Rule 20.1 – Equality of information to shareholders and the policing of meetings Withdrawn 12/09/2016

Click here for details of the amendments made to the Practice Statements on 5 July 2021.


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Disclosure Table

Details of offeree companies and offerors currently in an offer period. Positions and dealings in relevant securities must be disclosed under Rule 8 of the Code.

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The Takeover Code

The Takeover Code is designed to ensure that shareholders are treated fairly, are not denied an opportunity to decide on the merits of a takeover and are afforded equivalent treatment by an offeror. It provides an orderly framework within which takeovers are conducted.
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Statements by the Panel

Download Statements, Practice Statements and Annual Reports published by the Takeover Panel.

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Company announcements

Where to find statements and disclosures notified to a Regulatory Information Service in relation to takeovers regulated by the Takeover Panel.

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