Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Acceptance condition definition

What does Acceptance condition mean? In takeover practice, the acceptance condition is the minimum level of shareholder acceptances that must be achieved before a bidder can declare its offer unconditional as to acceptances; if not met, the bidder may allow the offer to lapse. Under the UK Takeover Code, Rule 10.1 requires any offer for voting equity share capital or other transferable securities carrying voting rights to include an acceptance condition that cannot be satisfied unless the offeror has acquired or agreed to acquire (under the offer or otherwise) shares carrying over 50% of the voting rights. For a mandatory offer, Rule 9.3 permits...

City Code on Takeovers and Mergers: conditions, pre-conditions and offer terms—acceptance and scheme conditions, competition and regulatory clearances, financing, invocation/waiver, long-stop dates, proxies and withdrawal rights

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Practice notes

This Practice Note examines conditions, pre-conditions and standard terms that commonly feature in public company takeover bids. It highlights the key categories—such as the acceptance condition, scheme-related conditions, and commercial and financial conditions—and sets out the constraints in the City Code on Takeovers and Mergers (Code) on setting, triggering or waiving those conditions.

It also outlines additional terms usually found in the offer document, including whether accepting shareholders may withdraw their acceptances. The Practice Note further provides a high-level overview of how the Code addresses competition references and regulatory clearances, while directing readers to Practice Note: merger control and the Takeover Code for fuller guidance.

Introduction

A voluntary offer is ordinarily made subject to a customary suite of conditions, all of which must appear in the firm offer announcement. Each such condition should be clearly and fully stated in that announcement...

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Web page updated on 21/05/2026

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