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Practice Statements are reviewed by the Executive periodically and are amended or withdrawn as necessary.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All Practice Statements that have been issued by the Executive, other than those which have been withdrawn, can be viewed by clicking on the links in the table below.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.
|33||Purchases of shares in the offeree company by an offeror during the offer period||13 June 2022||As issued|
|32||Rule 21.1 – Application following the unequivocal rejection of an approach||8 January 2018||As issued|
|31||Strategic reviews, formal sale processes and other circumstances in which a company is seeking potential offerors||7 July 2017||Amended 5 July 2021|
|30||Rule 20.2 – Information required for the purpose of obtaining regulatory consents||8 October 2015||Amended 5 July 2021|
|29||Rule 21.2 – Offer-related arrangements||8 October 2015||Amended 13 June 2022|
|28||Rules 2.8 and 35.1 – Entering into talks during a restricted period||14 November 2014||Amended 13 June 2022|
|27||Rule 21.2 – Directors’ irrevocable commitments and letters of intent||17 January 2014||Withdrawn 8 October 2015|
|26||Shareholder activism||9 September 2009||Amended 5 July 2021|
|25||Debt syndication during offer periods||17 June 2009||Amended 12 September 2016|
|24||Appropriate offers and proposals under Rule 15||10 July 2008||Amended 13 June 2022|
|23||Rule 21.2 – Inducement fees and other offer-related arrangements||10 July 2008||Withdrawn 8 October 2015|
|22||Irrevocable commitments, concert parties and related matters||10 July 2008||Amended 5 July 2021|
|21||Rule 3 – Independent advice||7 March 2008||As issued|
|20||Rule 2 – Secrecy, possible offer announcements and pre-announcement responsibilities||7 March 2008||Amended 13 June 2022|
|19||Rule 19.3 – Unacceptable statements||14 January 2008||Amended 13 June 2022|
|18||Cross-border mergers||24 October 2007||Withdrawn 31 December 2020|
|17||The Companies Act 2006||19 January 2007||Withdrawn 14 January 2018|
|16||Note 5 on the definition of acting in concert – standstill agreements||22 August 2006||Withdrawn 1 January 2015|
|15||Inducement fees – agreements between the offeror and the offeree company etc||9 November 2005||Withdrawn 10 July 2008|
|14||Schemes of arrangement||9 November 2005||Withdrawn 14 January 2008|
|13||Timetable extensions – alterations to a predicted date||4 August 2005||Withdrawn 14 January 2008|
|12||Rule 9 and the interests in shares of clients whose funds are managed on a discretionary basis||4 August 2005||Amended 1 January 2015|
|11||Working capital requirements in cash and securities exchange offers||25 April 2005||Amended 5 July 2021|
|10||Cash offers financed by the issue of offeror securities||25 April 2005||Amended 5 July 2021|
|9||Note 3 on Rule 20.1 – Equality of information to shareholders and the policing of meetings||28 February 2005||Withdrawn 19 September 2011|
|8||Timetable extensions in potentially competitive situations||13 January 2005||Withdrawn 1 January 2015|
|7||Possible improvement statements||21 July 2004||Withdrawn 14 January 2008|
|6||Strategic review announcements||21 July 2004||Withdrawn 7 July 2017|
|5||Rule 13.5(a) – Invocation of conditions||28 April 2004||Amended 5 July 2021|
|4||Rule 21.2 – Inducement fees||12 February 2004||Withdrawn 10 July 2008|
|3||Rule 20.2 – Controlled auctions||12 February 2004||Withdrawn 7 July 2017|
|2||Rule 20.2 – Site visits and meetings with management||12 February 2004||Amended 12 September 2016|
|1||Rule 20.1 – Equality of information to shareholders and the policing of meetings||12 February 2004||Withdrawn 12 September 2016|
Click here for details of the amendments made to the Practice Statements on 13 June 2022.