A practice statement (Practice Statement No. 28) was published on 14 November 2014 on the Panel Executive's practice of allowing an approach to the offeree board by a person who has either:
- Made a 'no intention to bid' statement; or
- Whose offer has been withdrawn or has expired,
during the restricted periods of six months (under Rule 2.8) or 12 months (under Rule 3.5) respectively.
In this practice statement, the Takeover Panel confirms:
- In circumstances where the person in question has made a 'no intention to bid' statement, the situation is considered to fall within the Rule 2.8(e) restriction (on taking any steps in connection with a possible offer), however the Executive will usually allow a relaxation of the requirements to enable a single confidential approach to the offeree board;
- The six month restrictions in Rule 2.8 are overlooked only during the time in which the offeree board and the potential offeror engage in talks. As soon as those talks terminate, the restrictions resume;
- Where a third party announces a third offer and a 'no intention to bid' statement is subsequently made, it is only if the third party's offer is withdrawn or has expired that the maker of the statement is permitted to make a confidential approach to the offeree board;
- The Executive confirms that it will usually only consent to an approach to the offeree board by a potential offeror who has been granted a Rule 2.2 Note 4 dispensation (from announcing a possible offer on the basis that the potential offeror ceased actively to consider making an offer) during the second three months of the restricted period; and
- The same practices as apply to Rule 2.8 will also usually apply to Rule 35.1.
The practice statement is available at:
http://www.thetakeoverpanel.org.uk/wp-content/uploads/2013/12/2014-8.pdf.
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