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Day 21 (Code definition) meaning

What does Day 21 (Code definition) mean?
In public takeovers, Day 21 is the first closing date on the takeover timetable: the 21st day after the initial offer document is published. Under Rule 31.2 of the UK Takeover Code, the offer must remain open until at least Day 21. From that point, the bidder may close or extend the offer and manage conditions in accordance with the Code and any directions of the Panel on Takeovers and Mergers. The count excludes the date of publication of the initial offer document. This is a Code-defined timetable milestone used throughout public M&A practice, not a statutory concept. It is central to bidder and target communications, acceptance levels monitoring, and the scheduling of any offer revisions. The Panel may consent to variations or align competing offer timetables, so Day 21 can be adjusted in practice. Usage is consistent across England & Wales, Scotland and Northern Ireland under the UK Takeover Code. Ireland follows a substantially similar approach under the Irish Takeover Rules, where Day 21 is used to denote the first closing date after publication of the offer document, subject to any directions of the Irish Takeover Panel.
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View the related Checklists about Day 21 (Code definition)

CHECKLISTS
Registering Company Charges at UK Companies House: Practical Checklist, MR01 Process and 21-day Deadline (CA 2006 Part 25)

Use this Checklist when filing charges at Companies House where a UK company or a Limited Liability Partnership (LLP) created the charge on or after 6 April 2013, and also read it alongside Practice Notes: How to register security at Companies House and Registering security at Companies House. For the purposes of Part 25 of the Companies Act 2006 (CA 2006) on Company Charges, a 'charge' also covers a mortgage. Accordingly, references to a 'charge' in this Checklist should be understood to include a mortgage. Checklist The fourth column can be used to record observations or comments while progressing through the Checklist, capturing any points as the Checklist is worked through...

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CHECKLISTS
English law LMA par secondary loan trades: pre-trade due diligence and settlement guide (transfer criteria, RFR/IBOR interest and DSC, KYC, tax, regulatory, sub-participations, BISO)

STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...

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CHECKLISTS
Creditor’s winding-up petition for unpaid unsecured debt following statutory demand: step-by-step checklist, forms and timetable (England and Wales)

Step/action Time (days) Section/rule Prepare the statutory demand. Use Form SD1 (r 7.3 WU), being the Statutory Demand under section 123(1)(a) or 222(1)(a) of the Insolvency Act 1986 (previously form 4.1). Day 1. Insolvency (England and Wales) Rules 2016 (IR 2016), SI 2016/1024, rr 7.2–7.3. Arrange and carry out service of the statutory demand on the company. Day 2 to 10. Section 123(1)(a) of the Insolvency Act 1986 (IA 1986). Give the company 21 clear days after service to pay the debt, or secure/settle it to the creditor’s satisfaction; failing that, proceed to wind up. Day 25 to 33. IA 1986, s 123(1)(a). Prepare the winding-up petition and supporting documents and issue three copies at court, with the court fee. While not stipulated by the rules, three copies will usually be adequate...

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View the related News about Day 21 (Code definition)

NEWS
UK share incentives: Legislation Day 21 July, HMRC Share Schemes Forum takeaways, FTSE 100 pay revolts, updated EOT distribution relief guidance, and key dates — 10 July 2025

In this issue: Budgets, Autumn Statements and Finance Bills Tax treatment Corporate governance Trackers Dates for your diary Weekly highlights from other practice areas Budgets, Autumn Statements and Finance Bills Treasury announces date of ‘Legislation Day’ Draft legislation for the Finance Bill 2026 will be issued on Monday 21 July 2025. In a written statement, James Murray, Exchequer Secretary to the Treasury, confirmed that the UK Government will publish draft clauses on that date, capturing policy changes already trailed. Alongside the draft text, there will be explanatory notes, tax information and impact notes, consultation responses and other supporting documents. The UK Government’s Tax Policy Making Principles paper also reaffirms consulting on draft Finance Bill measures over the summer, together with an intention, where appropriate, to release technical consultations at other points in the cycle far enough ahead of the Finance Bill’s introduction to ease demands on stakeholders. See: Written Statement made on 4 July 2025...

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NEWS
EU law weekly round-up—14 March 2024: AI Act adopted, DMA enforcement, DORA RTS, MiFID II amendments, consumer protection, data protection decisions, and environmental/energy initiatives

In this issue: EU fundamentals Commercial Data protection and cybersecurity Free movement, immigration and employment Financial services Energy Environment IP Life sciences Regulatory TMT Daily and weekly news alerts New and updated content Trackers EU fundamentals European Commission releases March 2024 infringements package The European Commission has unveiled its March 2024 infringements package, highlighting EU Member States it is pursuing for breaches of EU law. It is sending letters of formal notice, issuing reasoned opinions and making referrals to the Court of Justice against Member States including Germany, Spain, Bulgaria, Cyprus, Slovenia, Ireland, Greece, Italy, Hungary, Portugal, Romania, Slovenia, Sweden, Finland, Latvia, Luxembourg, Poland, Netherlands and Croatia, for infringements spanning the environment, internal market, industry, entrepreneurship and small and medium-sized enterprises (SMEs), migration, home affairs and security union, justice, energy and climate, and mobility and transport. See: LNB News 13/03/2024 51. Council of the EU allows EU to...

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NEWS
EU law weekly briefing: key consultations, rulings and policy updates on competition, GDPR, CSRD/ESRS, Taxonomy, climate targets, AI Act, financial services, sanctions and trade defence — 13 November 2025

In this issue: Commercial Competition Corporate Data protection and cybersecurity Free movement, immigration and employment Financial services Energy Environment Life sciences Regulatory TMT International trade Daily and weekly news alerts New and updated content Trackers Commercial Commission consults on evaluation of market surveillance regulation The European Commission has launched a consultation to assess and, if needed, update the Market Surveillance Regulation (EU) 2019/1020. It aims to strengthen the operation of the single market by boosting compliance with EU product harmonisation rules, with any amendments scheduled for Commission adoption in Q3 2026. The consultation closes on 4 February 2026. See: LNB News 12/11/2025 22. Commission consults on New Legislative Framework revision The Commission’s Directorate-General for Internal Market, Industry, Entrepreneurship and SMEs (DG GROW H4) has opened a consultation to underpin the revamp of the New Legislative Framework (NLF) governing product law, seeking to capture stakeholder views on...

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View the related Practice Notes about Day 21 (Code definition)

PRACTICE NOTES
Unwinding UK share sales: tax implications of sell-backs and terminating conditional share purchase agreements, including corporation tax, stamp duty/SDRT, VAT on termination payments, and forthcoming STC reforms

FORTHCOMING CHANGE relating to the modernisation of stamp taxes on shares framework: In 2027, stamp duty and SDRT are set to be superseded by a single, self‑assessed tax on securities — the securities transfer charge (STC) — to be paid and reported via a new online portal. The STC’s core features are expected to broadly reflect the proposals consulted on in 2023. Finance Act 2026 (FA 2026) confers a power for secondary legislation to let taxpayers trial the digital service, self‑assessing their stamp taxes on securities liabilities and submitting transactions electronically. For further details on the modernisation of stamp taxes on securities, see: News Analyses: Budget 2025—Tax analysis—Stamp and transfer taxes Tax update spring 2025—Stamp taxes on shares modernisation Tax update spring 2025—Tax analysis—Stamp and transfer taxes TAMD 2023—Stamp taxes on shares modernisation TAMD 2023—consultation—stamp taxes on shares Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer taxes The government also consulted on modernising and clarifying...

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PRACTICE NOTES
UK Finance Act 2021: Archived parliamentary timeline and measure-by-measure tracker with commencement dates, amendments, developments and analysis

ARCHIVED: This Practice Note is archived and no longer updated. It summarises the Finance Act 2021 (FA 2021), which obtained Royal Assent on 10 June 2021. Kept for historical reference, it traces the legislation’s route through Parliament and outlines each provision in the Act, with relevant links The tracker is split into two parts: Progress of FA 2021 FA 2021—measure by measure For an overview of the draft Finance Bill 2020–21 published on 21 July 2020, see News Analysis: Draft Finance Bill 2020–21—Tax analysis. For an overview of the further provisions released on 12 November 2020, see News Analysis: Further provisions for draft Finance Bill 2021—Tax analysis. For details of measures announced on Budget day, 3 March 2021, see News Analysis: Spring Budget 2021—Tax analysis. For comprehensive monitoring of the consultations mentioned, see: Tax—consultation and legislation tracker Progress of FA 2021 This section of the Practice Note records the progress of FA 2021 through Parliament. 21 July...

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PRACTICE NOTES
UK Film and Television Law Glossary: Terms C–D—copyright, collecting societies, broadcasting, distribution

Film and TV glossary A–B Film and TV glossary E–H Film and TV glossary I–L Film and TV glossary M–P Film and TV glossary R–S Film and TV glossary T–W CAP Code for non-broadcast media The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) serves as the principal framework governing non-broadcast adverts, promotional sales activity and direct marketing messages. It is drafted by the Committee on Advertising Practice (CAP), a self-regulatory body whose membership comprises organisations representing advertising, sales promotion, direct marketing and media industries. The Advertising Standards Authority (ASA) polices the CAP Code and may require the withdrawal or amendment of any advertisement that contravenes these standards. Refer to Practice Note: Advertising law and regulation. Channel 4 Channel 4 operates as a ‘publisher-broadcaster’: it produces no programmes internally, commissioning content from production companies across the UK. Cinematograph film Under the Copyright Act 1956 (CA 1956), films gained protection as...

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PRECEDENTS
Precedent: bank account charge over blocked accounts (chargor-specific monies) for syndicated facilities (England and Wales)

This Deed is made on [ insert day and month ] 20[ insert year ] Parties [ Insert name of Chargor ], being a company incorporated in England and Wales, with registered number [ insert company number ], and whose registered office is at [ insert address ] (the “ Chargor ”); and 1 [ Insert name of Security Agent ], acting as security agent and trustee for the Finance Parties pursuant to the terms and conditions set out in the [ Facilities Agreement OR Intercreditor Agreement OR Security Trust Deed ] (the “ Security Agent ”). Recitals: (A) The Finance Parties have consented to provide loan facilities subject to the terms and conditions set out in the Facilities Agreement (as defined below). (B) As a condition precedent to the loan facilities becoming available, the Chargor must execute this Deed for the purpose of granting security in favour of the Security Agent in relation to the Secured Obligations (as defined below)...

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PRECEDENTS
Precedent mutual put and call option agreement over private company shares with auditor/expert fair value pricing (England and Wales)

This [ Agreement OR DEED ] is entered into on [ insert day and month ] 20[ insert year ] Parties [ insert name of buyer ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with registered number [ insert registered number ] whose registered office is at [ insert address ] ] (the Buyer); and [ insert name of seller ] [ of [ insert address ] OR trading as [ insert trading name ] of [ insert address ] OR a firm with its principal place of business at [ insert address of firm ] OR [ an LLP OR a company ] incorporated in [ insert place of incorporation, eg England and Wales ] with...

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PRECEDENTS
Asset purchase agreement (business and assets)—pro-buyer, conditional; corporate seller with guarantor; completion accounts, property and TUPE; long-form template (England and Wales law)

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties [ insert name of selling corporate entity ], a company registered in [ England and Wales OR [ insert country of incorporation ] ], with number [ insert company number ], whose registered office is at [ insert address ] (Seller) [ insert name of purchasing corporate entity ], a company registered in [ England and Wales OR [ insert country of incorporation ] ], with number [ insert company number ], whose registered office is at [ insert address ] (Buyer) [ Insert name of guarantor entity ], incorporated in [ England and Wales OR [ insert country of incorporation ] ], with number [ insert company number ], whose registered office is at [ insert address ] (Guarantor) [ Each of the Seller, the Buyer and the Guarantor is a Party and, collectively, the Seller, the Buyer and the Guarantor are the Parties. ]...

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View the related Q&As about Day 21 (Code definition)

Q&As
SDLT: Mixed‑use freehold (leased shop + flat) — 3% surcharge avoided?

Mary Ashley of 15 Old Square Higher SDLT rates apply where an individual buys a major interest in a single dwelling if conditions A–D are met at day‑end: A — consideration of £40,000 or more B — not subject to a lease with over 21 years unexpired C — purchaser owns another £40,000+ dwelling not so leased D — does not replace the only or main residence Dwelling includes a building or part used, suitable or being built/adapted as one dwelling, its gardens, grounds and benefiting land, and off‑plan contracts. Mixed‑use is excluded; no apportionment. As this freehold includes residential and non‑residential parts, it is mixed‑use, so the 3% surcharge should not arise. Sean Randall of Blick Rothenberg Limited The 3% applies to “higher rates transactions” in FA 2003, Sch 4ZA, paras 3–7, each requiring the main subject‑matter to consist of a major interest in at least one dwelling. The chargeable interest includes the first‑floor flat but does...

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Q&As
Statutory protection for widow after pre‑1989 rent‑free occupation

Trespasser or oral tenancy Given the circumstances and the length of time she has been there, it is improbable that the sister in law is occupying as either: a trespasser (albeit a tolerated one); or under a lease, since a lease may only be created orally where: the term does not exceed three years, it is not of an incorporeal hereditament, it takes effect in possession, and it is at the best rent reasonably obtainable without taking a fine. See the Law of Property Act 1925, ss 52 and 54, and our Q&A. A landlord let a property on an assured shorthold tenancy starting 4 May 2015 for a fixed term of six months. Rent falls due on the 4th day of each month. No deposit was taken and the tenants have committed no breaches. Unfortunately, there is no written tenancy agreement. The clients now wish to recover...

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Q&As
s.81 CRAR subtenant notice: waiver of headlease forfeiture; 21‑day re‑accrual

A landlord of commercial premises let under a lease may invoke the mechanism in Schedule 12 to the Tribunals, Courts and Enforcement Act 2007 (TCEA 2007) to recover rent due from the tenant under that lease. This mechanism is known as commercial rent arrears recovery (CRAR) (TCEA 2007, s 72(1)). When TCEA 2007 commenced on 6 April 2014, CRAR supplanted the landlord’s former common law right to distrain, which from that date was abolished (TCEA 2007, s 71). TCEA 2007, accordingly, provides a complete statutory code defining the scope of the landlord’s remedy where rent on commercial premises is outstanding under the CRAR regime. If a tenant leaves rent unpaid, the landlord may serve a notice on any subtenant specifying the sum it is entitled to recover under CRAR (TCEA 2007, s 81). That notice takes effect after 14 clear days have elapsed from service (TCEA 2007, s 81(5) and the Taking Control of Goods Regulations 2013, SI 2013/1894, reg 53)...

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