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ARTICLE · 08 NOVEMBER 2023

Changes To The Takeover Code And Revised Practice Statement On Invoking Conditions

Herbert Smith Freehills Kramer LLP
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The Takeover Panel has published a response statement RS 2023/1 setting out changes to the rule on frustrating action in the Takeover Code.

United KingdomCorporate/Commercial Law
Gavin Davies
Gavin Davies
Antonia Kirkby
Antonia Kirkby
Stephen Wilkinson
Stephen Wilkinson

The Takeover Panel has published a response statement RS 2023/1 setting out changes to the rule on frustrating action in the Takeover Code. It has also published a revised Practice Statement No 5 on invoking conditions to an offer.

Response Statement 2023/1

The Response Statement, which followed PCP 2023/1 published in May this year, mainly focuses on Rule 21 on frustrating action, but also contains some other miscellaneous changes including to the rules on the sharing of information under Rules 21.3 and 21.4.

The amendments will take effect on Monday, 11 December 2023 and will apply to all companies and transactions, including on-going transactions, from that date. The key changes are:

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