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No increase statement (Code definition) meaning

What does No increase statement (Code definition) mean?
In public M&A, a no increase statement is a public assurance by an offeror that its offer is final and will not be raised, amended, revised, improved or otherwise changed. The term is defined in Rule 32.2(a) of the City Code on Takeovers and Mergers (UK Takeover Code). Under Rule 32.2(b), if a no increase statement is made by or on behalf of the offeror (including by its directors, officials or advisers) and is not withdrawn immediately if incorrect, the offeror is then bound and cannot later amend the offer terms in any way, even where the change would not increase value (for example, introducing a lower securities exchange alternative). Two limited carve-outs apply: - where the offeror expressly reserved the right to change the offer in specified circumstances when making the statement, and those circumstances arise; or - in wholly exceptional circumstances. The rule promotes finality and bidder discipline; careful drafting and clear reservations are essential. The Takeover Panel polices compliance. The Code applies across England & Wales, Scotland and Northern Ireland. The Irish Takeover Rules adopt a broadly comparable approach to binding “no increase” statements in Irish takeovers.
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View the related Checklists about No increase statement (Code definition)

CHECKLISTS
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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
LMA distressed secondary bank debt/claims: pre-trade due diligence and key elections on transfers, settlement, interest, DSC, unfunded commitments, tax/regulatory issues (including 2026 updates)

STOP PRESS: The Loan Market Association (LMA) has issued refreshed versions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete suite of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, all coming into force on 17 March 2026. Changes comprise the deletion of LIBOR references, updates to IBOR rate definitions and the Target2 definition, plus revised ERISA representations that fold in further exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The new materials are accessible solely to LMA members via the LMA’s Documentation Hub. Summary A core principle of trading under the LMA protocol is that ‘a Trade is a Trade’: once a trade is concluded (which may include an oral agreement reached by telephone), it is binding, and later events that may disadvantage one or both parties do not permit either side to rescind or ‘break’ it. For instance, not securing consent for an assignment or novation of the...

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NEWS
UK Dispute Resolution: Form N215 Update, Court Expansion, Estoppel on Defective Security, Commercial Court Loss Quantification, Costs Orders Including BHP, Scottish Horizon, and Consultations for 29 January 2026

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NEWS
Construction law update: TCC Sunday deadline ruling, HRB gateway updates, PAP reform, UKSC digital portal, investment treaty award upheld, CIS change for traffic management, SBCC 2025 pricing, sector news

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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

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PRACTICE NOTES
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PRACTICE NOTES
Publication, laying and website disclosure of UK companies' annual accounts and reports: Companies Act 2006, FCA DTR/Listing Rules, UKCG Code and AIM Rules—timing, signatures, penalties, NSM and ESEF

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PRACTICE NOTES
Share-based remuneration for UK non-executive directors: independence, employees’ share scheme status, Listing/AIM, UK MAR, pre-emption, financial assistance, FSMA, disclosure and practical structuring options

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PRECEDENTS
Corporate criminal liability: senior manager attribution, relevant economic offences, consequences, procedures and reporting under the Economic Crime and Corporate Transparency Act 2023

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PRECEDENTS
UK Takeover Code—offer document precedent for recommended all-share (share-for-share) offers: drafting for New Offeror Shares, prospectus, admission, conditions, settlement, overseas shareholders and disclosure

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