Jurisdiction(s):
United Kingdom

Key definition

Unconditional as to acceptances definition

What does Unconditional as to acceptances mean? In takeover practice, “unconditional as to acceptances” describes the point at which the offer’s acceptance condition has been met or validly waived—i.e. sufficient shareholders have accepted the offer. Under the City Code on Takeovers and Mergers (a non-statutory code applied across England & Wales, Scotland and Northern Ireland), for firm offers announced before 5 July 2021, an offeror could declare an offer unconditional as to acceptances once the acceptance threshold was reached or waived, even if other offer conditions (for example, regulatory clearances) were still outstanding. Offerors typically set the acceptance level above a simple majority (often 90%...

Archived: Declaring offers unconditional as to acceptances: acceptance condition, counting and announcements under the UK Takeover Code (firm offers before 5 July 2021)

Published by a LexisNexis Corporate expert

Practice notes

This archived Practice Note was previously included within the Corporate toolkit for public company takeovers. It covered how to declare an offer unconditional as to acceptances, addressing how the acceptance condition operates, how acceptances are counted, and what must be announced. Alongside the mechanics of the acceptance condition, it summarised how acceptances should be counted and what announcements were required under the applicable rules. It has not been updated following the Takeover Code’s July 2021 revision.

Changes to the Code

In March 2021 the Panel confirmed it would press ahead with amendments to the Code concerning the handling of offer conditions and the timetable for contractual offers. Among the revisions, the previous split between the deadline for satisfying the acceptance condition and the deadline for fulfilling or waiving the other offer conditions will disappear. Instead, the Code will require every condition to an offer to be met by Day 60. Furthermore, save for limited exceptions, the acceptance condition may only be satisfied once all other offer conditions have been fulfilled. Appendix D to the consultation paper contains a diagram that sets out the principal differences, as consulted on by the Panel in March 2021, between the current offer timetable and...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...