Public M&A – new Takeover Panel Bulletins

The Takeover Panel has published two “Panel Bulletins” – a new form of guidance which the Panel will use to remind people how specific provisions of the Code operate. They do not entail any changes to the interpretation or application of the Code.

The first two Panel bulletins are on:

• Requirements in relation to meetings and telephone calls with shareholders and others – The Executive says that it has become aware that meetings or calls have taken place with bidder or target shareholders without being chaperoned by an appropriate adviser and confirmations have been given without due care. The Bulletin reminds financial advisers and corporate brokers that they are responsible for ensuring that no material new information or significant new opinions are provided in meetings or calls with shareholders; and that financial advisers have a particular responsibility for ensuring that their clients are appropriately briefed about the Code requirements.
• Management buy-outs or similar transactions – A number of provisions of the Code refer to management buy-outs, but there is no definition of what a management buy-out is. The Bulletin says that the Panel Executive should be consulted at an early stage in any situation where a transaction could be regarded as a management buy-out or similar transaction.

The Bulletins can be accessed via the Statements tab on the Panel’s website.