The following Corporate practice note provides comprehensive and up to date legal information covering:

  • Announcements
  • Brexit impact
  • Changes to the Code
  • Background
  • Announcements prior to a bid
  • Secrecy and pre-announcement responsibilities
  • Obligation to make an announcement
  • Offer period
  • Responsibility for making announcements
  • The approach
  • More...


The City Code on Takeovers and Mergers (Code) is the principal source of rules governing:

  1. the timing, manner and specific content of announcements before and during a takeover bid

  2. the disclosure of shareholdings and dealings during an offer period (see Practice Note: Disclosure of interests—The Code)

Practice Statement 20: Rule 2—Secrecy, possible offer announcements and pre-announcement responsibilities describes the way in which the Takeover Panel (Panel) normally interprets and applies the provisions of Rule 2 of the Code relating to the need for secrecy before, and the timing and contents of, possible offer announcements, including the steps which the Panel expects the parties to a possible offer and their advisers to take in order to ensure they comply with their responsibilities under Rule 2.

This Practice Note describes the various announcements that offerees and offerors may be required, under the Code, to publish during the course of an offer, covering:

  1. Announcements prior to a bid

  2. Announcement of a possible offer

  3. Announcement of a formal sale process

  4. Identification of offerors

  5. The 'put-up or shut-up' regime

  6. 'No intention to bid' statements

  7. Announcement of a firm intention to make an offer

  8. Pre-conditions

  9. Announcements during the offer period and other announcements

Listed offerees and (in a securities exchange offer) offerors must also have regard to:

  1. relevant stock exchange regulations

  2. the Disclosure Guidance and Transparency Rules (DTRs)

See Practice Notes: Continuing obligations—disclosure and

Related documents:

Popular documents