The Takeover Panel has made various amendments to the Takeover Code and Practice Statement 20 (Rule 2 – Secrecy, possible offer announcements and pre-announcement responsibilities (PS 20).

Changes to the Code

The amendments to the Code are set out in Instrument 2017/1 and Instrument 2017/2 and have either been made to reflect changes in legislation or are not considered by the Panel to materially alter the effect of the provisions in question. The changes were therefore not subject to a consultation. Both sets of changes took effect from 2 May 2017. To see the changes in full, together with mark-ups of the revised text, click here for Instrument 2017/1, and here for Instrument 2017/2.

Changes to PS 20

The changes to PS 20 are set out in Panel Statement 2017/6. The changes took effect on 13 April 2017. The changes add:

  • a new sentence to paragraph 8.2 to clarify that the requirement to consult the Panel before more than a total of six parties is approached about an offer or possible offer continues to apply during an offer period in relation to a possible offer by any potential offeror which has not been identified; and
  • a new paragraph 8.6 to confirm that, if a shareholder (or other relevant person) is approached before an offer period begins and the meeting relates to the possible offer (or would not be taking place but for the possible offer):

(a) the meeting will need to be attended by a financial adviser or corporate broker; and

(b) the financial adviser or corporate broker who attends the meeting must, by not later than 12 noon the following business day, provide a written confirmation to the Panel as specified by Rule 20.2(c) or Note 1 on Rule 20.2 of the Takeover Code (as applicable) unless:

(i) no representative of, or adviser to, the offeror or offeree company was present other than the financial adviser or corporate broker; and

(ii) no material new information or significant new opinions relating to the possible offer were provided during the meeting.

If the conditions in (i) and (ii) are satisfied, then the derogation from the requirement to provide a written confirmation when a meeting is attended by advisers only, as set out in Note 3 on Rule 20.2, will apply.

To see a copy of the revised PS 20, click here.