Takeover Code—Rule 13—Pre-conditions in firm offer announcements and offer conditions (voluntary offers)
Takeover Code—Rule 13—Pre-conditions in firm offer announcements and offer conditions (voluntary offers)

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

  • Takeover Code—Rule 13—Pre-conditions in firm offer announcements and offer conditions (voluntary offers)
  • Brexit impact
  • Mini-index
  • Rule 13—Setting the scene
  • Rule 13.1—Subjectivity
  • Rule 13.2—The CMA and the European Commission
  • Rule 13.3—Acceptability of pre-conditions
  • Rule 13.4—Financing conditions and pre-conditions
  • Rule 13.5—Invoking conditions and pre-conditions
  • Rule 13.6—Invoking offeree protection conditions
  • more

This Resource Note outlines the main provisions of Rule 13 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 13.

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 of the Code) (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. 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 amendments. The proposed amendments are set out in Appendix B to RS 2018/2 and do