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Practice Statements are reviewed by the Executive periodically and are amended or withdrawn as necessary.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

Current Practice Statements

No	Subject	Issued	Last amended
2	Rule 21.3 – Site visits and meetings with management	12 February 2004	11 December 2023
5	Rule 13.5 – Invoking conditions and pre-conditions	28 April 2004	27 October 2023
10	Cash offers financed by the issue of offeror securities	25 April 2005	5 July 2021
11	Working capital requirements in cash and securities exchange offers	25 April 2005	5 July 2021
19	Rule 19.3 – Unacceptable statements	14 January 2008	13 June 2022
20	Rule 2 – Secrecy, possible offer announcements and pre-announcement responsibilities	7 March 2008	11 December 2023
21	Rule 3 – Independent advice	7 March 2008	As issued
22	Irrevocable commitments, concert parties and related matters	10 July 2008	22 May 2023
24	Rule 15 – Convertible securities, options and subscription rights	10 July 2008	13 June 2022
25	Debt syndication during offer periods	17 June 2009	11 December 2023
26	Shareholder activism	9 September 2009	11 December 2023
28	Rules 2.8 and 35.1 – Entering into talks during a restricted period	14 November 2014	22 May 2023
29	Rule 21.2 – Offer-related arrangements	8 October 2015	11 December 2023
30	Rule 21.3 – Information required for the purpose of obtaining regulatory consents	8 October 2015	11 December 2023
31	Strategic reviews, formal sale processes and other circumstances in which a company is seeking potential offerors	7 July 2017	11 December 2023
33	Purchases of shares in the offeree company by an offeror during the offer period	13 June 2022	22 May 2023
34	Rule 21.1 – Restriction on actions by the board of the offerree company	11 December 2023	As issued

Click here for details of the amendments made to Practice Statement 5 on 27 October 2023.

Click here for details of amendments made to Practice Statements on 11 December 2023.

List of Withdrawn Practice Statements

No	Subject	Issued	Withdrawn
1	Rule 20.1 – Equality of information to shareholders and the policing of meetings	12 February 2004	12 September 2016
3	Rule 20.2 – Controlled auctions	12 February 2004	7 July 2017
4	Rule 21.2 – Inducement fees	12 February 2004	10 July 2008
6	Strategic review announcements	21 July 2004	7 July 2017
7	Possible improvement statements	21 July 2004	14 January 2008
8	Timetable extensions in potentially competitive situations	13 January 2005	1 January 2015
9	Note 3 on Rule 20.1 – Equality of information to shareholders and the policing of meetings	28 February 2005	19 September 2011
12	Rule 9 and the interests in shares of clients whose funds are managed on a discretionary basis	4 August 2005	20 February 2023
13	Timetable extensions – alterations to a predicted date	4 August 2005	14 January 2008
14	Schemes of arrangement	9 November 2005	14 January 2008
15	Inducement fees – agreements between the offeror and the offeree company etc	9 November 2005	10 July 2008
16	Note 5 on the definition of acting in concert – standstill agreements	22 August 2006	1 January 2015
17	The Companies Act 2006	19 January 2007	14 January 2018
18	Cross-border mergers	24 October 2007	31 December 2020
23	Rule 21.2 – Inducement fees and other offer-related arrangements	10 July 2008	8 October 2015
27	Rule 21.2 – Directors’ irrevocable commitments and letters of intent	17 January 2014	8 October 2015
32	Rule 21.1 – Application following the unequivocal rejection of an approach	8 January 2018	11 December 2023