Put up or shut up (PUSU) meaning

Practice Note This Practice Note outlines the significant revisions made to the City Code on Takeovers and Mergers (Code) in September 2011. The reforms chiefly sought to curb perceived tactical benefits enjoyed by certain hostile (unrecommended) bidders and to refine the conduct of offers by giving fuller regard to those affected by a takeover beyond offeree shareholders, including employees and other affected parties. This Practice Note concentrates on the principal September 2011 modifications to the Code, preserving the same focus and scope. It does not address or analyse any later changes to the Code or subsequent updates. Material amendments took effect on Monday, 19 September 2011 (Implementation Date). Putting these measures into effect, through the release of a new version of the Code (the tenth edition), followed an extensive consultation exercise initiated by The Panel on Takeovers and Mergers (Panel) in response to concerns about how the Code had been operating at the time. Those concerns were brought into the public eye by the manner in which several prominent...

The City Code on Takeovers and Mergers (Code) is the main framework setting rules for: the schedule, manner and exact substance of announcements made before and during a takeover bid the disclosure of shareholdings and dealings throughout an offer period (see Practice Note: Disclosure of interests and dealings in shares prior to and during a takeover) Practice Statement 20: Rule 2—Secrecy, possible offer announcements and pre-announcement responsibilities explains how the Takeover Panel (Panel) typically both interprets and applies the provisions of Rule 2 of the Code regarding the need for secrecy beforehand, in practice, and the timing, content and scope of possible offer announcements, including the actions the Panel expects the parties involved in a potential offer and their advisers to take so as to help ensure they fully meet their responsibilities under Rule 2...

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 ...