Takeover Panel clarifies pre-announcement responsibilities

The Takeover Panel has made a series of amendments to the Takeover Code, including clarification of pre-announcement responsibilities.

Practice Statement No. 20

This practice statement (dealing with pre-announcement responsibilities) has been amended to clarify that:

  • “Rule of Six” applies to a potential offeror who has not been identified: the requirement to consult the Takeover Panel before more than a total of six parties is approached about an offeror or possible offer continues to apply during an offer period in relation to a possible offer by any potential offeror which has not been publicly identified; and
  • Chaperoning of meetings/calls with shareholders prior to offer period: a meeting or call with a shareholder or other relevant person before an offer period begins which either relates to the possible offer or would not be taking place but for the possible offer, must be attended by an appropriate financial adviser/corporate broker. The financial adviser/corporate broker who attends the meeting must, by no later than 12 noon the following business day, provide a written confirmation to the Takeover Panel (under Rule 20.2(c) or Note 1 on Rule 20.2 of the Takeover Code) unless (a) no representative of, or adviser to, the offeror or offeree was present other than the financial adviser or the corporate broker, and (b) no material new information or significant new opinions relating to the possible offer were provided during the meeting.

If conditions (a) and (b) above are met, then no written confirmation is required (as per the exemption available when a meeting is attended by advisers only, as set out in Note 3 on Rule 20.2).

Click here for the updated Practice Statement No.20.

Click here for the Takeover Panel statement about these amendments.