The Takeover Panel has published two consultation papers, one on the offer timetable in a competitive situation (PCP 2022/3) and another on miscellaneous amendments to the Takeover Code (PCP 2022/4).
The offer timetable in a competitive situation (PCP 2022/3)
The Panel is seeking to clarify how the offer timetable applies in certain competitive situations:
- Official authorisation or regulatory clearance required – Where one or more official authorisations or regulatory clearances is required by one or both of the bidders, the Panel will not normally introduce an auction procedure under Rule 32.5 until after the last condition relating to a relevant official authorisation or regulatory clearance has been satisfied or waived by each of the bidders.
- Competing scheme and offer – Where one competing offer is by way of scheme and the other by way of a contractual offer, Day 60 (the last date on which all conditions to an offer must be satisfied or waived) on the contractual offer will normally be set for a date after the shareholder meetings and before the court sanction hearing in relation to the scheme.
Miscellaneous amendments (PCP 2022/4)
The Panel is proposing a number of miscellaneous changes to the Takeover Code in this consultation paper including:
- Derogations and waivers for companies in financial distress – The Panel will be given greater flexibility to grant a derogation or waiver from the requirements of the Code in exceptional circumstances, for example to facilitate a rescue of a company that is in serious financial difficulty.
- Announcement following rumour and speculation of untoward movement in share price – Note 2 on Rule 2.2 currently says that a potential bidder will not normally be required to make an announcement under Rule 2.2(d) if the Panel is satisfied that the price movement, rumour or speculation results from a public statement (such as a disclosure of a purchase of shares). This Note will be deleted. The Panel will, however, have discretion as to whether to require an announcement in that situation, depending on the specific circumstances of a particular case.
The consultations close on 13 January 2023. The Panel says that it expects to publish response statements in spring 2023, with the rule changes coming into force one month later.
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