Takeover Code Update: Profit Forecasts And Related Matters

The Panel has made some changes to the Code, with effect from 30 September 2013, as a result of its 2012 Consultation Paper (PCP 2012/1) on profit forecasts and related matters. This note summarises certain key points.

The Panel sought views on a possible relaxation of the regime relating to profit forecasts set out in Rule 28 of the Code. The Panel thought that there should be greater consistency between the Code and other legislation, including the Listing Rules. The regime for profit forecasts should be more "proportionate", particularly in the case of certain statements made before an offer was in contemplation, and the Panel should have greater authority to give dispensations from the requirements of Rule 28. The requirement for reporting on "merger benefit" statements should apply whether or not an offer was recommended and, in addition, should extend to statements made by a target company as to benefits it forecast in the event that a merger did not take