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

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:

• Response Statement 2017/1 to its July 2017 consultation on asset sales and other matters (PCP 2017/1); and

• Response Statement 2017/2 to its September 2017 consultation on statements of intention and post offer undertakings (PCP 2017/2).

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.”