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, pre‑2021 UK Takeover Code precedent: announcement declaring offer unconditional as to acceptances, covering acceptance levels, offer open for acceptance, acceptance procedures, potential cancellation of listing and compulsory acquisition.

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Precedents

Announcement declaring offer Unconditional as to acceptances

This archived Precedent comprises an announcement stating that an offer is unconditional in respect of acceptances. It has not been updated following the July 2021 changes to the Takeover Code. Under the current Code, and save for certain exceptions, the Acceptance condition should only be capable of being met once all other offer conditions have either been satisfied or waived. For an example announcement that declares an offer unconditional, refer to Precedent: Announcement declaring offer unconditional. Not for release, publication or distribution, in whole or in part, directly or indirectly, in, into or from any jurisdiction where doing so would contravene the applicable laws or regulations of that jurisdiction...

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Web page updated on 22/05/2026

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