Takeover Code—Irrevocable commitments
Takeover Code—Irrevocable commitments

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

  • Takeover Code—Irrevocable commitments
  • Brexit impact
  • Mini-index
  • Irrevocable commitments—Setting the scene
  • Definition of irrevocable commitments and letters of intent
  • Rule 2.2(e)—Announcement required when extending negotiations or discussions
  • Rule 5—Timing restrictions on acquisitions
  • Note 6 on Rule 20.1—Provision of information prior to the commencement of an offer period or prior to the announcement of a firm or revised offer
  • Rule 20.6—Telephone campaigns
  • Rule 21.2—Inducement fees and other offer-related arrangements
  • more

This Resource Note considers the treatment of irrevocable commitments in The City Code on Takeovers and Mergers (Code). It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis®PSL analysis and resources, to give practical guidance on the interpretation of the expression.

Materials covered in this Resource Note include:

  1. detailed notes accompanying the Code (Notes), which expand on the intended manner of the implementation of the Rules and relevant Appendices dealing with specific issues

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

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

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

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

  6. relevant Lexis®PSL and Lexis®Library 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 amendments. The proposed amendments are set out in