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Practice Statements are reviewed by the Executive periodically and are amended or withdrawn as necessary.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.

Current Practice Statements

NoSubjectIssuedLast amended
2Rule 21.3 – Site visits and meetings with management12 February 200411 December 2023
5Rule 13.5 – Invoking conditions and pre-conditions28 April 200427 October 2023
10Cash offers financed by the issue of offeror securities25 April 20055 July 2021
11Working capital requirements in cash and securities exchange offers25 April 20055 July 2021
19Rule 19.3 – Unacceptable statements14 January 200813 June 2022
20Rule 2 – Secrecy, possible offer announcements and pre-announcement responsibilities7 March 200830 April 2024
21Rule 3 – Independent advice7 March 2008As issued
22Irrevocable commitments, concert parties and related matters10 July 200822 May 2023
24Rule 15 – Convertible securities, options and subscription rights10 July 200813 June 2022
25Debt syndication during offer periods17 June 200911 December 2023
26Shareholder activism9 September 200911 December 2023
28Rules 2.8 and 35.1 – Entering into talks during a restricted period14 November 201422 May 2023
29Rule 21.2 – Offer-related arrangements8 October 201511 December 2023
30Rule 21.3 – Information required for the purpose of obtaining regulatory consents8 October 201511 December 2023
31Formal sale processes, private sale processes, strategic reviews and public searches for potential offerors7 July 201730 April 2024
33Purchases of shares in the offeree company by an offeror during the offer period13 June 202222 May 2023
34Rule 21.1 – Restriction on actions by the board of the offerree company11 December 2023As issued

Click here for details of the amendments made to Practice Statement 31 on 30 April 2024.

List of Withdrawn Practice Statements

1Rule 20.1 – Equality of information to shareholders and the policing of meetings12 February 200412 September 2016
3Rule 20.2 – Controlled auctions12 February 20047 July 2017
4Rule 21.2 – Inducement fees12 February 200410 July 2008
6Strategic review announcements21 July 20047 July 2017
7Possible improvement statements21 July 200414 January 2008
8Timetable extensions in potentially competitive situations13 January 20051 January 2015
9Note 3 on Rule 20.1 – Equality of information to shareholders and the policing of meetings28 February 200519 September 2011
12Rule 9 and the interests in shares of clients whose funds are managed on a discretionary basis4 August 200520 February 2023
13Timetable extensions – alterations to a predicted date4 August 200514 January 2008
14Schemes of arrangement9 November 200514 January 2008
15Inducement fees – agreements between the offeror and the offeree company etc9 November 200510 July 2008
16Note 5 on the definition of acting in concert – standstill agreements22 August 20061 January 2015
17The Companies Act 200619 January 200714 January 2018
18Cross-border mergers24 October 200731 December 2020
23Rule 21.2 – Inducement fees and other offer-related arrangements10 July 20088 October 2015
27Rule 21.2 – Directors’ irrevocable commitments and letters of intent17 January 20148 October 2015
32Rule 21.1 – Application following the unequivocal rejection of an approach8 January 201811 December 2023