Takeover Code—Rule 12—The CMA and the European Commission (voluntary offers)
Takeover Code—Rule 12—The CMA and the European Commission (voluntary offers)

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

  • Takeover Code—Rule 12—The CMA and the European Commission (voluntary offers)
  • Brexit impact
  • Mini-index
  • Rule 12—Setting the scene
  • Rule 12.1—Requirement for appropriate term in offer
  • Rule 12.2—Competition reference periods
  • Note 3 on Rule 12.2—Offers announced subject to a pre-condition as permitted under Rule 13.3(b)
  • Rule 12—Related Code Rules, Notes and Appendices

This Resource Note outlines the main provisions of Rule 12 of The City Code on Takeovers and Mergers (Code) and 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 and application of Rule 12.

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. 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. 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 PCP 2018/2 the Panel considered whether, following the UK’s withdrawal from the EU, the Code should be amended so as to remove the references to Phase 2 European Commission proceedings, such that clearance from the European Commission would be treated under the Code in the same way as clearance from any competition or anti-trust regulator other than the CMA. The Panel decided to retain these references in the Code, so the treatment of Phase 2 European Commission