Jurisdiction(s):
United Kingdom

Key definition

Takeover definition

What does Takeover mean? In legal practice, a takeover is the acquisition of control of a publicly traded company, typically by purchasing its voting shares, whether on a recommended (friendly) or hostile basis. It is usually implemented by a contractual offer to shareholders or via a court‑sanctioned scheme of arrangement. Across England & Wales, Scotland and Northern Ireland, takeovers are regulated by the UK City Code on Takeovers and Mergers (the Takeover Code), administered by the Panel on Takeovers and Mergers, which has a statutory footing under the Companies Act 2006 (Part 28). The Code applies mainly to public companies (and certain private...

UK Takeover Code Rule 11: form and minimum level of consideration—cash and securities offers, dividends, equal treatment, dispensations, and Panel guidance

Published by a LexisNexis Corporate expert

Practice notes

This Resource Note

This Resource Note summarises the principal provisions of Rule 11 of the City Code on takeovers and Mergers (the Code) and flags key materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK analysis and resources, to provide practical guidance on interpreting and applying Rule 11.

Materials covered in this Resource Note include:

the Code’s Detailed Notes (Notes), which explain the intended operation of the rules, plus relevant Appendices addressing specific matters
practice statements issued by the Panel Executive (the body responsible for day-to-day takeover supervision and regulation) providing informal guidance on the Executive’s usual interpretation and application of the Code
Panel Statements (P/S) and Panel Instruments published by the Panel
Public Consultation Papers (PCP) and Response Statements (RS) from the Code Committee
relevant Lexis+® UK resources

Rule 11—Setting the scene

Rule 11—Nature of consideration to be offered

Code and Lexis+® UK resources

What it covers

Rule 11 specifies the form and amount of consideration to be offered in certain situations. Under Rule 11.1(a), a cash offer is required to...

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Web page updated on 22/05/2026

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