Takeover Code—Appendix 1—Whitewash guidance note
Takeover Code—Appendix 1—Whitewash guidance note

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

  • Takeover Code—Appendix 1—Whitewash guidance note
  • Brexit impact
  • Mini-index
  • Appendix 1—Setting the scene
  • Section 1—Introduction
  • Section 2—Specific grant of waiver required
  • Section 3—Disqualifying transactions
  • Section 4—Whitewash circular
  • Section 7—Subsequent acquisitions by potential controllers
  • Appendix 1—Related Code Rules, Notes and Appendices

This Resource Note outlines the main provisions of Appendix 1 to The City Code on Takeovers and Mergers (Code), which deals with the procedures to be followed if the Panel is to be asked to waive the obligation to make a mandatory offer under Rule 9 of the Code. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers, as well as Lexis®PSL analysis and resources, to give practical guidance on the interpretation and application of Appendix 1.

Materials covered in this Resource Note include:

  1. Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (the Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code

  2. Panel Statements published by the Panel (P/S) and Panel Instruments

  3. Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee

  4. Annual Reports published by the Panel containing discussion of general issues (Annual Reports)

  5. relevant Lexis®PSL and LexisLibrary resources

Brexit impact

In November 2018 the Panel published a consultation paper, PCP 2018/2, which proposed a number of changes to the Code arising from the UK’s withdrawal from the EU. In a response statement, RS 2018/2, published in March 2019, the Panel stated that it intended to adopt these proposals subject to some minor