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Whitewash meaning

What does Whitewash mean?
In public M&A practice, a whitewash is the process by which the Takeover Panel (UK) or the Irish Takeover Panel agrees to waive the mandatory offer obligation under Rule 9 where a proposed share issue (for acquisition consideration or a cash subscription) would otherwise trigger it, provided independent shareholders approve the waiver. It is a descriptive term used in, and governed by, the Takeover Code/Irish Takeover Rules (not legislation), notably the Notes on Dispensations from Rule 9 and related Panel guidance. Key features include: an independent shareholders’ vote on a whitewash resolution, with the proposed controller and its concert parties excluded from voting; a circular containing an independent financial adviser’s opinion; prior consultation and consent from the relevant Panel; and disclosure of resulting control implications. It is typically used where the transaction would take a holding to 30% or more, or increase a holding between 30% and 50%. Usage is broadly consistent across England & Wales, Scotland and Northern Ireland under the UK Takeover Code, and in Ireland under the Irish Takeover Rules. Do not confuse this with “financial assistance” whitewash procedures (abolished in the UK; replaced by the summary approval procedure in Ireland).
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View the related Practice Notes about Whitewash

PRACTICE NOTES
UK Takeover Code Rule 21: frustrating action restrictions, offer-related arrangements (including inducement fees), equality of information and MBO information for independent directors—Panel guidance and 2023–2025 amendments

This Resource Note summarises the core provisions of Rule 21 of the City Code on Takeovers and Mergers (the Code). It covers the limits on an offeror taking frustrating action in connection with an offer, and the approach to inducement fees and other offer-related arrangements. Rule 21 also mandates that competing offerors are given equivalent information, and that the offeree’s independent directors receive all information supplied to external finance providers in a management buy-out. It signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to provide practical direction on the interpretation and application of Rule 21... Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) (Executive), offering informal guidance on how the Executive typically interprets and applies the Code Panel Statements issued by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements...

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PRACTICE NOTES
City Code on Takeovers and Mergers (UK) Appendix 1: Rule 9 ‘whitewash’ waivers, procedure, disqualifying transactions, circular content and Panel guidance

Appendix 1—Setting the scene This Resource Note summarises the key aspects of Appendix 1 to the City Code on Takeovers and Mergers (the Code). It explains the process to follow where the Panel is asked to grant a waiver of the duty to make a mandatory offer under Rule 9. It also brings together pertinent materials, commentary and guidance from the Panel on Takeovers and Mergers, alongside Lexis+® UK analysis and resources, to provide practical direction on interpreting and applying Appendix 1. Code and Lexis+® UK resources Practice Statements from the Panel Executive (which undertakes the day‑to‑day supervision and regulation of takeovers), offering informal insight into how the Executive typically reads 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. Annual Reports of the Panel discussing broader matters. Relevant Lexis+® UK resources. What it covers Appendix 1 sets out the...

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PRACTICE NOTES
UK Takeover Code Rule 7: announcement obligations, acting in concert for connected fund managers and principal traders, and effects on partial offers and Rule 9 whitewashes

Rule 7 of The City Code on Takeovers and Mergers (Code) This Resource Note summarises the key provisions of Rule 7, covering: (a) the obligation to make an immediate announcement where an offer is revised, (b) the situations in which connected discretionary fund managers and principal traders are considered to be acting in concert with an offeror or potential offeror, and (c) the impact that acquiring an interest in the offeree’s shares may have on the Panel’s readiness to permit a partial offer or a Rule 9 whitewash. It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), alongside Lexis+® UK analysis and resources, to offer practical assistance on the interpretation and application of Rule 7. Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body that undertakes the day‑to‑day supervision and regulation of takeovers) (Executive), providing informal guidance on how the Executive typically interprets and applies the Code Panel Statements (P/S) published...

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