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

  • Announcements
  • Brexit impact
  • Background
  • Announcements prior to a bid
  • Announcement of a possible offer
  • Announcement of a strategic review
  • Announcement of a formal sale process
  • Identification of offerors
  • The 'put up or shut up' regime
  • 'No intention to bid' statements
  • 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 prior to 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 Executive (Executive) 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 Executive 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)