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 28: Profit Forecasts, Profit Estimates and Quantified Financial Benefits Statements—Requirements, Panel Guidance, Decisions and UK Listing/Prospectus Interplay

Published by a LexisNexis Corporate expert

Practice notes

Rule 28—Setting the scene

This Resource Note summarises the principal provisions of Rule 28 of the City Code on takeovers and Mergers (the Code), covering the obligations for profit forecasts and quantified financial benefits statements (QFBSs). It flags pertinent materials, commentary and guidance from the takeover panel (the panel), alongside Lexis+® UK analysis and resources, to offer practical assistance on how Rule 28 is interpreted and applied.

Materials covered

Practice Statements issued by the Panel Executive (which undertakes the day-to-day supervision and regulation of takeovers) to offer informal guidance on the Executive’s normal 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) issued by the Code Committee
Annual Reports published by the Panel discussing general matters
Relevant Lexis+® UK resources

Code and Lexis+® UK resources

What it covers

Rule 28 sets out the requirements for profit forecasts and QFBSs.

Application

Rule 28 applies to all offers.

Main Lexis+® UK resources

Profit forecasts and quantified financial benefits statements
Provision of information during an offer...

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Web page updated on 21/05/2026

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