Statement of intention not to make an offer meaning

This Resource Note summarises the key features of Rule 2 of the City Code on Takeovers and Mergers (the Code), addressing strict confidentiality obligations ahead of any announcement and both the scheduling and substance of offer announcements. It signposts pertinent materials, commentary and guidance issued by the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK commentary and tools, to provide practical insight and guidance into interpreting and applying Rule 2. Materials referenced in this Resource Note comprise the following: Practice Statements released by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), which offer informal guidance on how the Executive usually interprets and applies the Code Panel Statements (P/S) and Panel Instruments issued by the Panel Public Consultation Papers (PCP) and Response Statements (RS) from the Code Committee the Panel’s published Annual Reports discussing general overarching issues (Annual Reports) newsletters, together with technical and procedural notes published by the Financial Conduct Authority (FCA)...

Rule 19—Setting the scene This Resource Note summarises the key provisions of Rule 19 of The City Code on Takeovers and Mergers (Code) and signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), alongside Lexis+® UK analysis and resources, to offer practical guidance on interpreting and applying Rule 19. Code and Lexis+® UK resources Detailed Notes to the Code (Notes), expanding on the intended implementation of the Rules, and relevant Appendices addressing specific issues Practice Statements issued by the Panel Executive (the body undertaking the day-to-day takeover supervision and Code regulation) (Executive), providing informal guidance on how the Executive typically interprets and applies the Code Panel Statements published by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements (RS) issued by the Code Committee Relevant Lexis+® UK resources Rule 19—Information What it covers Rule 19 addresses the standards of care, accuracy and responsibility for the publication of...

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...

NOT FOR RELEASE, PUBLICATION OR DISSEMINATION (IN FULL OR IN PART, WHETHER DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE SUCH ACTION WOULD BREACH THE APPLICABLE LAWS OR REGULATIONS OF THAT JURISDICTION. THIS STATEMENT IS MADE PURSUANT TO RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE) AND DOES NOT AMOUNT TO A STATEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE IS NO ASSURANCE THAT AN OFFER WILL BE MADE [ , NOR AS TO THE BASIS ON WHICH ANY OFFER MIGHT BE MADE ]...