On 21 July 2011, the Code Committee of the Takeover Panel published its response statement (RS 2011/1) following its consultation on proposed Code amendments (PCP 2011/1). The Committee confirmed that it has adopted the amendments to the Code which it proposed in PCP 2011/1 without material amendment, although it has modified some of them, notably:

  • Revising new Note 3 on Rule 19.1. The revised version will permit a bidder or target to be released from the requirement to adhere to a statement of intention made during the offer period if there has been a material change of circumstance;
  • Amending Note 1 on Rule 21.2. The amended Note confirms that the Panel may consent to an inducement fee arrangement with more than one competing “white knight” bidder at the time of announcement of its firm intention to make a competing offer, provided that the aggregate value of the inducement fees which the target may pay do not exceed one per cent of its value.

The Code Committee of the Takeover Panel has also published guidance on the final implementation and transitional arrangements for the Code amendments. The revised Code will come into effect on Monday 19 September 2011. A new edition of the Code will be published on that date. The transitional provisions for offer periods already running on the implementation date follow those proposed by the Code Committee on 1 July.

Click here for a link to the response statement. Click here for the implementation and transitional provisions.