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Unacceptable statement meaning

What does Unacceptable statement mean?
In public M&A practice, an unacceptable statement is wording in an announcement or document that, while not factually wrong, risks misleading investors or creating market uncertainty. Under Rule 19.3 of the UK Takeover Code (administered by the Takeover Panel), an offeror must not state that it may improve its offer, or that it may change the structure, conditionality or non‑financial terms of its offer, unless it commits to doing so and specifies the precise improvement or change. The concept derives from the Code rather than statute or case law. The rule applies to information published during an offer period, including regulatory announcements and other communications by offerors, offerees and their advisers. Its purpose is to prevent vague “may increase” or “may change terms” messaging that could distort investor behaviour or the orderly conduct of the bid. Usage is broadly consistent across England & Wales, Scotland and Northern Ireland. Ireland’s Takeover Rules contain equivalent provisions enforced by the Irish Takeover Panel. In practice, parties should rigorously verify wording and avoid conditional language unless prepared to be held to the stated improvement or change; the Panel may require corrective clarification and can censure breaches.
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View the related Practice Notes about Unacceptable statement

PRACTICE NOTES
Practical guidance on UK Takeover Code Rule 19: information standards, directors' responsibility statements, unacceptable statements, and post-offer undertakings/intention statements—Panel guidance and key decisions

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...

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PRACTICE NOTES
Onshore wind farms: planning mitigation, conditions and obligations across aeronautical, ecological, noise, visual, transport and decommissioning impacts

National Planning Policy Framework (NPPF) Under the NPPF, local planning authorities are urged to frame policies that optimise renewable and low carbon energy schemes, while satisfactorily tackling adverse effects, including cumulative landscape and visual impacts. Where proposals would otherwise be unacceptable, planning conditions and obligations can secure acceptability. Conditions should only be attached when they are: necessary; relevant to planning and to the development to be permitted; enforceable; precise; and reasonable in all other respects. Planning obligations are governed by the 'reasonableness tests' in the Community Infrastructure Levy Regulations. See Practice Note: Planning conditions—key points. The former Department of Energy and Climate Change (DECC) issued sample conditions for wind energy developments. The National Policy Statement for Renewable Energy Infrastructure (the Renewables NPS) also offers guidance on various forms of mitigation for onshore wind farm impacts. However, determining authorities should tailor these, where appropriate, to the particular circumstances of the case. Under the usual planning regime, the local planning...

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PRACTICE NOTES
UK Takeover Code information rules during offers (Rules 19, 20, 21, 23, 26, 27, 30): standards, equal treatment, media and social media restrictions, publication, and liability

The rules of the City Code on Takeovers and Mergers (Code) regarding the provision of information during an offer These rules play a pivotal part in the orderly conduct of the takeover process, notably by: Safeguarding the orderly functioning of the securities markets Guaranteeing offeree shareholders are treated alike and given ample time and disclosure to make a fully informed decision At the heart of the Code’s framework for disclosures during an offer sits Rule 19, which sets expectations on diligence, accuracy and accountability for any published information. Rule 20 mandates equal access for all offeree shareholders and persons with information rights, while Rule 23 emphasises that disclosures must be adequate and timely so recipients can form a properly informed view of the offer’s merits (or demerits). Rule 30 governs the procedures and mechanics for issuing information, including the methods and timing for publication. This Practice Note examines these general requirements and the specific rules addressing unacceptable statements, advertisements, press and...

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PRECEDENTS
Disability discrimination and harassment in employment: template questions to respondents on adjustments, recruitment, dismissal, redundancy, withdrawn offers and grievances (Equality Act 2010, Great Britain)

Part A Statement of facts I live with diabetes and long-term depression. I am profoundly dyslexic. I have worked for the company as a sales executive since [ insert date ]... In [ insert date ], my diabetes worsened and, following a period of absence, my employer referred me to an occupational health consultant... On [ insert date ], I met with my manager, Mr A, and a human resources adviser, Mr B. They said my level of absence was unacceptable. They showed me the consultant’s report by Dr C. Dr C stated it was unsafe for me to continue undertaking driving duties. Mr A said I could not remain in my sales executive role... I noted that the report also indicated my condition should improve as I responded to an adjustment in the management of my diabetes, after which I would be able to resume driving duties... Mr A said the company could not wait and that I would need to consider...

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