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Final day rule meaning

What does Final day rule mean?
In public takeovers run as contractual offers, the final day rule is the timetable end‑point by which a bidder must have satisfied or waived all offer conditions; otherwise the offer lapses. Under the UK City Code on Takeovers and Mergers, this falls on Day 60 (counted from publication of the offer document) unless the panel on Takeovers and Mergers consents to an extension or suspension (Rule 31.1(a)). Key features and practice points: - Applies to all conditions, including the acceptance condition; failing to meet or waive them by Day 60 results in lapse. - The Panel may extend or suspend Day 60, for example to accommodate competition or other regulatory clearances, to align competing offers, or following agreed timetable variations. - It provides deal certainty and disciplines bid strategy, preventing open‑ended conditionality. - It governs contractual offers; schemes of arrangement follow a court‑driven timetable rather than the Day 60 rule. Jurisdictions: The rule is a Takeover Code concept applicable across England & Wales, Scotland and Northern Ireland. The Irish Takeover Rules contain a substantively similar “final date” requirement administered by the Irish Takeover Panel, with comparable scope for panel consent to extensions.
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View the related Practice Notes about Final day rule

PRACTICE NOTES
City Code on Takeovers and Mergers Rule 31 (pre-5 July 2021): offer timetable, no extension statements, final day rule, offeree announcements after Day 39, and Panel guidance [Archived]

This archived Resource Note summarises the principal provisions of the iteration of Rule 31 of The City Code on Takeovers and Mergers (the Code) that applied to firm offers announced before 5 July 2021. It has not been updated since the Code was revised in July 2021. For details of the version of Rule 31 relevant to firm offers announced before 5 July 2021, see Resource Note: Takeover Code—Rule 31—Timing of the offer... Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), offering informal guidance on the Executive’s usual interpretation and application of the Code Panel Statements (P/S) and Panel Instruments published by the Panel Public Consultation Papers (PCP) and Response Statements (RS) from the Code Committee Annual Reports from the Panel discussing general matters (Annual Reports) relevant Lexis+® UK resources 2021 changes to the Code In March 2021, the Panel...

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PRACTICE NOTES
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PRACTICE NOTES
City Code timetable for UK contractual takeover offers: PUSU, Day 0–60 milestones, revisions, acceleration statements, regulatory suspensions, competing bids, extensions, Rule 15, long‑stop and squeeze‑out

This Practice Note outlines the timetable for takeovers carried out as contractual offers. It addresses the 28-day ‘put up or shut up’ requirement under Rule 2.6, the Day 0 posting of the offer document, and the key milestones on Day 21, Day 39, Day 53 and Day 60 under the City Code on Takeovers and Mergers (Code), alongside offer revisions and the effect of competing bids on timing. For illustrative schedules, see Timetable—recommended offer and Timetable—hostile offer. For a comparative schedule contrasting takeovers via offer and via scheme of arrangement, see Structuring a takeover: offers and schemes of arrangement—comparative timetables. Legal and regulatory framework Following an offeror’s announcement of a firm intention to make an offer (Firm Intention Announcement), the timetable is governed by: the Code, subject to the Panel consenting to or directing modifications to the Code’s application (eg in competitive scenarios and/or to accommodate the decision-making of UK or overseas competition authorities) company law applicable stock exchange rules ...

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