UK Takeover Panel revises guidance for private sale processes

Published on 1st May 2024

Welcome changes to Takeover Code aims to strike balance between confidentiality and disclosure obligations and enhance clarity

Business planning meeting, photo of people's hands holding pens and going over papers

The Takeover Panel has announced amendments to Practice Statement 31, which provides guidance on formal sale processes, private sale processes, strategic reviews and public searches for potential offerors.

No need to identify potential offerors

The changes introduce a new practice for public companies conducting private sale processes. Under this, companies will no longer have to identify potential offerors unless they have been specifically linked to relevant rumours or speculation.

Provided such potential offerors remain undisclosed, this will also negate the need to include the offer price and a "put up or shut up" deadline in the leak announcement. These changes aim to strike a balance between disclosure requirements and maintaining confidentiality during negotiations.

Clearer guidance

Practice Statement 31 has also undergone a review and restructuring, offering more detailed information on different sale processes and the Takeover Panel's approach to the UK's City Code on Takeovers and Mergers in each case. These updates will provide companies with clearer guidance when navigating the provisions of the Code.

Osborne Clarke comment

Hot on the heels of the consultation announced on Wednesday 24 April 2024, these amendments to Practice Statement 31 are another welcome change to the Code, particularly in situations where some potential offerors may be sensitive about having to be prematurely identified in the event of a leak and which otherwise may have led them to withdraw from the process.   

If you would like to discuss your response to the consultation, please get in touch with your usual Osborne Clarke contact, or one of our experts listed below.


* This article is current as of the date of its publication and does not necessarily reflect the present state of the law or relevant regulation.

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