Updates on Guidance Materials

Published 1 April 2013

Consolidation of Guidance Material

Over the coming 12 to 18 months the Panel will consolidate and update its various policies, Guidance Notes, practice notes, and other comments on takeovers law and practice, into a new series of Guidance Notes. The new Guidance Notes will be published by topic. The purpose of the update is to make the Panel’s guidance material more user-friendly and accessible.

Some of the Panel’s current guidance material is, or will soon be, out of date. Other material is duplicated in some areas.

This reflects the large volume of material that has been published by the Panel since the Takeovers Code came into force in 2001. The new series of Guidance Notes will be a single and consolidated source of the Panel’s guidance material.

Guidance Notes will no longer be published in CodeWord in their entirety. The Panel’s Guidance Notes will now be available on the Panel’s website.

Two New Guidance Notes

As part of the consolidation and update of its guidance material, the Panel has uploaded two new Guidance Notes to its website today.

New Guidance Note on Lock-Up Agreements

The Panel has published a new Guidance Note on Lock-Up Agreements. The new Guidance Note may be found here.

A lock-up agreement is a legal commitment by a shareholder in a Code company to accept a takeover offer. The Panel first published guidance on lock-up agreements in CodeWord 11 (March 2004). The new Guidance Note incorporates much of the commentary in the earlier publication, but the Panel has added some new guidance on intra-bid lock-up agreements.

New Guidance Note on Small Code Companies and Compliance with the Code

The Panel has also revised and updated its guidance for small Code companies (unlisted companies that have 50 or more shareholders and 50 or more share parcels).

The revised Guidance Note reiterates much of the material from the Panel’s previous commentary on Code compliance by small Code companies in CodeWord 30 (February 2012). The new publication reflects the changes to the Takeovers Code and Takeovers Act that were made in 2012.