Takeover Code changes in force and new Panel Practice Statement

Miscellaneous changes to the Takeover Code came into force on 13 June 2022 and the Takeover Panel has published a new Practice Statement No 33 on issues for a bidder to consider when buying target shares during an offer period.

The changes to the Takeover Code follow two response statements (RS 2021/1 and RS 2022/1) and cover a range of issues including:

• the requirement to announce if a bidder is required to offer a minimum level or particular form of consideration;
• a restriction on a bidder buying target shares in the last 14 days prior to the unconditional date on a mandatory offer; and
• minor changes in relation to the restrictions following the lapsing of an offer or a no intention to bid statement.

See our blog post here for more detail on the changes.

The new Practice Statement on a bidder buying target shares in an offer period covers topics such as:

• using derivatives to acquire an interest in shares;
• the protection of retail shareholders; and
• disclosure of transactions to the Panel Executive.

It also notes that if a bidder intends to purchase shares, the Panel Executive should be consulted in advance.