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Rule 31.8 announcement meaning

What does Rule 31.8 announcement mean?
In public takeovers under the UK Takeover Code, a Rule 31.8 announcement is an announcement (typically via RNS) by the offeree company disclosing material new information after the 39th day following publication of the initial offer document (Day 39). The concept derives from the Code, not statute or case law. After Day 39, the offeree is restricted from announcing material new information—such as trading results, profit forecasts, asset valuations or other significant developments—unless the offeror consents or the Panel on Takeovers and Mergers permits it. Where such an announcement is made, the Panel will usually adjust the offer timetable (including the Day 60 deadline) to give the offeror a fair opportunity to respond, for example by revising its offer or issuing further information. Practitioners use “Rule 31.8 announcement” to identify both the timing (after Day 39) and the procedural implications (need for bidder consent or Panel permission and possible timetable extension) of late-stage disclosures during an offer period. Usage and effect are consistent across England & Wales, Scotland and Northern Ireland through the UK Takeover Code. In Ireland, analogous restrictions exist under the Irish Takeover Rules, but the numbering and terminology differ; Irish practice refers more generally to late-stage announcements of material...
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View the related Practice Notes about Rule 31.8 announcement

PRACTICE NOTES
UK Takeover Code Rule 31: Offer Timing, Day 60, Extensions, Acceleration Statements, ACINs, and Day 39 Offeree Announcements—Panel Practice and Guidance

Rule 31—Setting the scene Code and Lexis+® UK This Resource Note summarises the key elements of the current iteration of Rule 31 of the City Code on Takeovers and Mergers (Code). Rule 31 concerns the requirement that all offer conditions are fulfilled by Day 60, when and how the offer timetable can be paused or prolonged, the deployment of acceleration statements and acceptance condition invocation notices (ACINs), and the limits on an offeree disclosing material new information after Day 39, among other procedural matters. It signposts relevant materials, commentary and guidance from the Panel, alongside Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Rule 31 within the Code framework. Materials included in this Resource Note comprise the following sources, as set out below: Practice Statements issued by the Panel Executive (the body that undertakes the day-to-day work of takeover supervision and regulation) (Executive) to offer informal guidance on how the Executive typically interprets and applies the Code Panel Statements issued...

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