UK Takeover Code – Asset Sales; Statements of Intention and Post-Offer Undertakings
Client Memorandum

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The UK Takeover Panel has recently confirmed a number of amendments to the UK Takeover Code in two Response Statements to its public consultations in the second half of 2017.

On 11 December 2017, the Panel published:

The amendments set out in these Response Statements took effect on January 8, 2018. 

Key amendments are:

  • A bidder will have to provide details on: its intentions regarding any research and development function of the target; any anticipated material change in the balance of the skills and functions of the target’s employees and management; and the likely repercussions of its strategic plans on the location of the target’s headquarters and headquarters functions.
  • Details of the bidder’s intentions (covering the additional matters above) will have to be included in the offer announcement.
  • A bidder cannot publish its offer document for at least 14 days from the offer announcement unless the target’s board consents.
  • Whether or not a post-offer intention statement has been followed through will need to be publicly announced and notified to the Panel.
  • Where a post-offer undertaking is made in the context of a takeover offer, a report on how the undertaking has been complied with must be publicly announced as well as submitted to the Panel.”