Jurisdiction(s):
United Kingdom

Related legal acts

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...

City Code on Takeovers and Mergers Rule 2: secrecy, leaks, announcement triggers, content and timing; PUSU, sale processes, cash confirmations; Panel practice, rulings and recent amendments

Published by a LexisNexis Corporate expert

Practice notes

This Resource Note summarises the key features of Rule 2 of the City Code on Takeovers and Mergers (the Code), addressing strict confidentiality obligations ahead of any announcement and both the scheduling and substance of offer announcements. It signposts pertinent materials, commentary and guidance issued by the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK commentary and tools, to provide practical insight and guidance into interpreting and applying Rule 2.

Materials referenced in this Resource Note comprise the following:

Practice Statements released by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), which offer informal guidance on how the Executive usually interprets 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
the Panel’s published Annual Reports discussing general overarching issues (Annual Reports)
newsletters, together with technical and procedural notes published by the Financial Conduct Authority (FCA)
relevant Lexis+® UK resources

Rule 2—Setting the scene

Rule 2—Secrecy before announcements; the Timing and contents of announcements

Code and Lexis+® UK resources

What it covers

Rule 2 deals with the...

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 ]...