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Practice Statements are reviewed by the Executive periodically and are amended or withdrawn as necessary.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All Practice Statements that have been issued by the Executive, other than those which have been withdrawn, can be viewed by clicking on the links in the table below.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.

NumberSubjectDateLast amended
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 5 July 2021
28 Rules 2.8 and 35.1 – Entering into talks during a restricted period 14 November 2014 Amended 5 July 2021
27 Rule 21.2 – Directors’ irrevocable commitments and letters of intent 17 January 2014 Withdrawn 8 October 2015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 5 July 2021
23 Rule 21.2 – Inducement fees and other offer-related arrangements 10 July 2008 Withdrawn 8 October 2015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 9 February 2022
See here for details of amendments
19 Rule 19.3 – Unacceptable statements 14 January 2008 Amended 19 September 2011
18 Cross-border mergers 24 October 2007 Withdrawn 31 December 2020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