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Practice Statements are reviewed by the Executive periodically and are amended or withdrawn as necessary.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All Practice Statements that have been issued by the Executive, other than those which have been withdrawn, can be viewed by clicking on the links in the table below.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.
|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|27||Rule 21.2 – Directors’ irrevocable commitments and letters of intent||17/01/2014||Withdrawn 08/10/2015|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|23||Rule 21.2 – Inducement fees and other offer-related arrangements||10/07/2008||Withdrawn 08/10/2015|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|18||Cross-border mergers||24/10/2007||Withdrawn 31/12/2020|
|17||The Companies Act 2006||19/01/2007||Withdrawn 14/01/2008|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.