Takeover Code—Rule 25—Offeree board circulars
Takeover Code—Rule 25—Offeree board circulars

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

  • Takeover Code—Rule 25—Offeree board circulars
  • Brexit impact
  • Mini-index
  • Rule 25—Setting the scene
  • Rule 25.1—The offeree board circular
  • Rule 25.2—Views of the offeree board on the offer, including the offeror's plans for the company and its employees
  • Rule 25.7(a)
  • Rule 25.9—The employee representatives' opinion and the pension scheme trustees' opinion
  • Rule 25—Related Code Rules, Notes and Appendices

This Resource Note outlines the main provisions of Rule 25 of The City Code on Takeovers and Mergers (Code), which deals with the content and publication requirements of offeree board circulars. It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis®PSL analysis and resources, to give practical guidance on the interpretation and application of Rule 25. 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

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 not make any changes to Rule 25