Jurisdiction(s):
United Kingdom

Key definition

Acceptance condition definition

What does Acceptance condition mean? In takeover practice, the acceptance condition is the minimum level of shareholder acceptances that must be achieved before a bidder can declare its offer unconditional as to acceptances; if not met, the bidder may allow the offer to lapse. Under the UK Takeover Code, Rule 10.1 requires any offer for voting equity share capital or other transferable securities carrying voting rights to include an acceptance condition that cannot be satisfied unless the offeror has acquired or agreed to acquire (under the offer or otherwise) shares carrying over 50% of the voting rights. For a mandatory offer, Rule 9.3 permits...

Archived precedent: Rule 17.1 level of acceptances and extension of offer announcement under the Takeover Code (pre‑July 2021)

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Precedents

This Precedent has been archived and not maintained since the Takeover Code (Code)’s revision in July 2021.

This precedent is no longer updated following the July 2021 revision of the Takeover Code (the Code). It related to circumstances in which an offeror disclosed the level of acceptances of an offer under Rule 17.1 of the Code where the offer had been extended. Before the July 2021 changes, the Code enabled an offeror to set successive closing dates to assess whether the acceptance condition had been met. If, on a closing date, that condition was not satisfied, the offeror could either allow the offer to lapse or continue it by specifying a new closing date. The Code has now removed the concept of closing dates; instead, all offer conditions must be satisfied by Day 60. Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction...

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Web page updated on 22/05/2026

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