The Panel has also recently released consultation papers on proposed amendments to Guidance Note 12 relating to Frustrating Action and Guidance Note 18 relating to Takeover Documents.

Guidance Note 18 titled “Takeover Documents” provides additional guidance about the Panel’s expectations on the structure and presentation of takeover documents as well as the requirements for ensuring that takeover documents are sufficiently accessible. Importantly, it includes additional guidance about what the Panel expects to be included in a summary section in takeover documents.

Guidance Note 12 titled “Frustrating Action” provides additional guidance about the Panel’s views on what types of actions could be considered to frustrate a bid or potential bid. In particular, it deals with the circumstances where those actions may constitute unacceptable circumstances, including where a condition to a takeover bid has been triggered and the bidder has:

  • not disclosed whether it will rely on that condition or waive it within a reasonable time, or
  • varied the terms of the bid, such as increasing the bid price, but has not waived the condition (or waived a particular breach of the condition).