Provision of information during an offer
Provision of information during an offer

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

  • Provision of information during an offer
  • Brexit impact
  • Sources of regulation and liability for inaccurate or misleading information
  • The Code
  • Other regulations
  • Liability for inaccurate or misleading information
  • Rule 19.1—Standards of care
  • Advisers’ responsibilities
  • Rule 19.2—Directors' responsibility for information
  • Responsibility statement
  • More...

Provision of information during an offer

The rules of The City Code on Takeovers and Mergers (Code) regarding the provision of information during an offer play an important role in the proper operation of the takeover process, particularly for:

  1. maintaining the normal functioning of the securities markets

  2. ensuring equivalent treatment of offeree shareholders and affording them sufficient time and information to reach a properly informed decision

The cornerstone of the Code regime governing the release of information during an offer is Rule 19, which deals with standards of care and accuracy and responsibility for publication of information. Rule 20 requires information to be made equally available to all offeree shareholders and persons with information rights, and Rule 23 highlights the need for this information to be adequate and timely enough to enable them to reach a properly informed decision on the merits (or demerits) of the offer. Rule 30 regulates the procedures and mechanics for publishing information. This Practice Note discusses these general requirements and also the specific rules on unacceptable statements, advertisements, press and media interviews, telephone campaigns and meetings.

For information on the provision of information to a potential offeror, including the requirement to provide equal information to competing offerors, see Practice Note: Due diligence on takeovers.

Note that Code rules dealing with the following specific information and publication requirements are covered in detail in

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