The Takeover Panel’s updated Guidance Note 12:  Frustrating Action (which follows public consultation on the proposed amendments) recognises that it may not be appropriate for a target to be restricted by the principles of frustrating action where a bid condition has already been breached but the bidder has not, within a reasonable time, disclosed whether it will rely on or waive that breach.  This will be a relevant consideration in assessing whether any frustrating action by a target is unacceptable.

For further detail, see G+T Client Alert on 25 July 2014.