Guidance by topic

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In this section you will find all the Panel's published guidance, including guidance notes, practice notes, policies, and past determiantions all organised by topics. The archived section includes guidance notes and other documents that have been superseded by updated guidance.

Current Archived

  • Control and Association

    Information on association and the anti-avoidance provisions of the Code

  • Creeping under rule 7(e)

    Guidance on rule 7(e), the Code's "creeping" rule 

  • Defensive Tactics

    Information to assist market participants to understand the Panel’s approach when the directors of a target company engage in, or permit, defensive tactics in relation to a takeover offer or potential takeover offer

  • Exemptions

    Information about exemptions from the Code

  • Fees and Charges

    Information on the Panel's fees and charges for considering various applications under the Code and for taking certain enforcement actions

  • Independent Advisers

    All the Panel's published information about independent advisers, including the Panel's policy on approval of independent advisers and the Panel's expectations of the role of independent advisers

  • Information for Directors

    The Panel's guidance for directors about compliance with the Takeovers Code

  • Information for Shareholders

    The Panel's information for shareholders comprises three key items.  First, is the Panel's Basic Guide for Shareholders. This booklet gives an overview of the Takeovers Code and how it affects shareholders. The second item is a series of Fact Sheets that give information for shareholders on specific topics or circumstances. Finally, the Panel has published a brief FAQ for shareholders

  • Limited Partnerships

    The Panel's guidance on how the Code will apply to limited partnerships

  • Lock-Up Agreements

    The Panel's published guidance on Lock-Up Agreements. A lock-up agreement is a legal commitment by a shareholder in a Code company to accept a takeover offer. The new Guidance Note incorporates much of the commentary in earlier publications, but the Panel has added some new guidance on “intra-bid” lock-up agreements (i.e., a commitment by a shareholder to accept a current offer if the offer price were to be increased)

  • Misleading or Deceptive Conduct

    Information about rule 64, the prohibition on misleading or deceptive conduct in relation to Takeovers Code

  • Offer Documents

    The Panel's extensive guidance on offer documents 

  • Panel's Receipt of Takeover Documents

    Information about the Panel's role in reviewing Code related documents

  • Process for Costs Reimbursements under the Takeovers Act 1993

    Guidance Note on the Process for Costs Reimbursements under the Takeovers Act 1993

  • Rule 20 of the Code and Collateral Arrangements in a Takeover

    A Code regulated takeover offer must be made on the same terms and provide the same consideration for all securities belonging to the same class of equity securities under offer. This page provides some guidance as to when a collateral arrangement may have the effect of providing to some target company shareholders additional or different terms or consideration in breach of rule 20

  • Schemes of Arrangement

    Information about the Panel's role in schemes of arrangement and amalgamations involving Code companies

  • Section 32 Procedure - February 2014

    A brief guide to procedure for meetings under section 32 of the Takeovers Act 1993

  • Small Code companies and Compliance with the Takeovers Code

    The Panel's guidance on small Code companies  

  • Target Company Statements

    All the Panel's published information about target company statements

  • Timing Rules in the Code

    The Panel's guidance on timing rules in the Code