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Practice Statements are reviewed by the Executive periodically and are amended or withdrawn as necessary.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All Practice Statements that have been issued by the Executive, other than those which have been withdrawn, can be viewed by clicking on the links in the table below.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 Subject Date Last amended
32 Rule 21.1 – Application following the unequivocal rejection of an approach 08/01/2018 As issued
31 Strategic reviews, formal sale processes and other circumstances in which a company is seeking potential offerors 07/07/2017 Amended 05/07/2021
30 Rule 20.2 – Information required for the purpose of obtaining regulatory consents 08/10/2015 Amended 05/07/2021
29 Rule 21.2 – Offer-related arrangements 08/10/2015 Amended 05/07/2021
28 Rules 2.8 and 35.1 – Entering into talks during a restricted period 14/11/2014 Amended 05/07/2021
27 Rule 21.2 – Directors’ irrevocable commitments and letters of intent 17/01/2014 Withdrawn 08/10/2015
26 Shareholder activism 09/09/2009 Amended 05/07/2021
25 Debt syndication during offer periods 17/06/2009 Amended 12/09/2016
24 Appropriate offers and proposals under Rule 15 10/07/2008 Amended 05/07/2021
23 Rule 21.2 – Inducement fees and other offer-related arrangements 10/07/2008 Withdrawn 08/10/2015
22 Irrevocable commitments, concert parties and related matters 10/07/2008 Amended 05/07/2021
21 Rule 3 – Independent advice 07/03/2008 As issued
20 Rule 2 – Secrecy, possible offer announcements and pre-announcement responsibilities 07/03/2008 Amended 01/04/2019
19 Rule 19.3 – Unacceptable statements 14/01/2008 Amended 19/09/2011
18 Cross-border mergers 24/10/2007 Withdrawn 31/12/2020
17 The Companies Act 2006 19/01/2007 Withdrawn 14/01/2008
16 Note 5 on the definition of acting in concert – standstill agreements 22/08/2006 Withdrawn 01/01/2015
15 Inducement fees – agreements between the offeror and the offeree company etc 09/11/2005 Withdrawn 10/07/2008
14 Schemes of arrangement 09/11/2005 Withdrawn 14/01/2008
13 Timetable extensions – alterations to a predicted date 04/08/2005 Withdrawn 14/01/2008
12 Rule 9 and the interests in shares of clients whose funds are managed on a discretionary basis 04/08/2005 Amended 01/01/2015
11 Working capital requirements in cash and securities exchange offers 25/04/2005 Amended 05/07/2021
10 Cash offers financed by the issue of offeror securities 25/04/2005 Amended 05/07/2021
9 Note 3 on Rule 20.1 – Equality of information to shareholders and the policing of meetings 28/02/2005 Withdrawn 19/09/2011
8 Timetable extensions in potentially competitive situations 13/01/2005 Withdrawn 01/01/2015
7 Possible improvement statements 21/07/2004 Withdrawn 14/01/2008
6 Strategic review announcements 21/07/2004 Withdrawn 07/07/2017
5 Rule 13.5(a) – Invocation of conditions 28/04/2004 Amended 05/07/2021
4 Rule 21.2 – Inducement fees 12/02/2004 Withdrawn 10/07/2008
3 Rule 20.2 – Controlled auctions 12/02/2004 Withdrawn 07/07/2017
2 Rule 20.2 – Site visits and meetings with management 12/02/2004 Amended 12/09/2016
1 Rule 20.1 – Equality of information to shareholders and the policing of meetings 12/02/2004 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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