Takeover Code—Rule 21—Restrictions on frustrating action
Takeover Code—Rule 21—Restrictions on frustrating action

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

  • Takeover Code—Rule 21—Restrictions on frustrating action
  • Mini-index
  • Rule 21—Setting the scene
  • Rules 21.1(a) and 21.1(b)—Prohibition on frustrating action
  • Rule 21.1(c)—When the Panel will normally agree to disapply Rule 21.1(a)
  • Rule 21.1(d)—Where shareholder approval is to be sought
  • Rule 21.1(e)—Where the proposed action is conditional on the offer being withdrawn or lapsing
  • Note 1 on Rule 21.1—Details to be included in circular or announcement
  • Note 7 on Rule 21.1—Inducement fees
  • Rule 21.2—Offer-related arrangements
  • More...

Takeover Code—Rule 21—Restrictions on frustrating action

This Resource Note outlines the main provisions of Rule 21 of The City Code on Takeovers and Mergers (Code), which deals with the restrictions on an offeror taking frustrating action in relation to an offer and entering into inducement fee and other offer-related arrangements. Rule 21 also deals with the requirement to provide equal information to competing offerors and to provide the independent directors of an offeree with all information furnished to external providers of finance on a management buy-out. 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 and application of Rule 21.

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) (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

Mini-index

Rule 21—Setting the scene

Rules 21.1(a) and 21.1(b)—Prohibition on frustrating action

Rule 21.1(c)—When the Panel will agree to disapply Rule 21.1(a)

Rule 21.1(d)—Where shareholder approval is

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