Addleshaw Goddard

UK 200 2014 position: 22

City Code update: Issue 37 (April 2013) — amendments to Takeover Code published

On 28 March 2013, the Code Committee of the Takeover Panel made a number of amendments to the Takeover Code. These became effective on 1 April 2013. This update sets out the more significant changes.

The first tranche of amendments to the Code reflect the restructuring of the UK’s financial regulatory framework and the transition of the role of conduct and markets regulator from the Financial Services Authority to the Financial Conduct Authority.

Amendments to the Code include: 

  • The addition of Note 3 to the definition of “offer period” to address an unintentional deletion from that definition made when the Code changes of 19 September 2011 came into effect.
  • Bringing forward the time, specified in Rule 26, from which agreements or arrangements relating to the circumstances in which a bidder may or may not invoke, or seek to invoke, a condition to its offer must be published on a website such that these must be published as from the time of announcement of a firm intention to make an offer rather than only as from the time of the publication of the offer document.
  • The addition to Rule 26.2 of a requirement to publish on a website new material contracts entered into after publication of the offer document or target board circular. Note 5 on Rule 26 is also amended to require an announcement to be made of such publication.
  • The substitution of references throughout the Code to documents being “published on a website” in place of references to their being “on display”…

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