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Introduction to the Takeover Code

2 Part Course  |  Learn how to understand and apply the rules and the principles of the Takeover Code with this introductory course

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A one-day course presented over two-half days in a virtual class from 2:00pm to 5:00pm UK time

Part One

Introduction to the Takeover Code

  • How the Takeover Panel operates?
  • Companies, transactions and persons subject to the Code
  • Enforcement of the Code
  • Example: Rangers International/Dave King

The Six General Principles and their application

Key Code definitions

The approach, announcements and independent advice

  • Secrecy (Rule 1)
  • When announcements are required
  • Example: Smith & Nephew/Johnson & Johnson
  • Announcements of possible offers and naming
  • UK Takeover Panel disclosure table
  • Terms and pre-conditions in possible offers
  • Example: AstraZeneca/Pfizer
  • Automatic 28-day PUSU (Put up or Shut up)
  • Formal sale processes
  • Firm offer announcements (Rule 2.7)
  • Consequences of the statement of intention not to make an offer
  • Irrevocable commitments
  • Independent advice (Rule 3 Takeover Code)

Dealing restrictions, disclosures and share purchases

  • Prohibited dealings ( Rule 4)
  • Consideration to be offered (Rules 6 and 11)
  • Consequences of certain dealings (Rule 7)
  • Disclosure requirements in the offer period (Rules 8 and 38)
  • Timing restrictions on the acquisition of shares and exceptions (Rule 5)

Part Two

Voluntary offers

  • The acceptance condition (Rule 10)
  • Long-stop date (Rule 12)
  • Pre-conditions and conditions in firm offers (Rule 13)
  • Example: Sky/Fox
  • Partial offer requirements (Rule 36)

Mandatory offers

  • When required (Rule 9)
  • Conditions which are possible
  • Price payable
  • Example: Sky/Fox/Disney
  • Whitewash procedure
  • Purchase of own shares (Rule 37)
  • Example: Blue Circle/Lafarge

Provisions applicable to all offers

  • Multiple classes of share capital (Rule 14)
  • Warrants and Convertibles (Rule 15)
  • Deals with favourable conditions and management incentivisation (Rule 16)
  • Example: Xstrata/Glencore
  • Announcement of acceptance levels (Rule 17)
  • Restrictions following offers and partial offers (Rule 35)

Conduct during the offer

  • Standards of care for Information (Rule 19)
  • Responsibility for the information
  • Unacceptable statements
  • Example: Shire/AbbVie
  • Post-offer undertakings and statements of intention
  • Example: Cadbury/Kraft
  • Example: Sky/Comcast
  • Equality of information (Rule 20)
  • Restrictions on frustrating action (Rule 21 Takeover Code)


  • Overview of document rules (Rules 23 to 27)
  • Distribution of documents and Takeover Panel checklists (Rule 30)

Profit forecasts, QFBS and asset valuations (Rules 28 and 29)

  • Different types of profit forecast
  • Reporting requirements
  • Disclosures for Quantified Financial Benefit Statements
  • Consensus forecasts
  • Asset valuation reporting requirements

Outline  timetables (Rules 31 to 34 and Appendix 7)

  • Contractual offers revised July 2021
  • Schemes of arrangements


Our takeover corporate finance course trainer is a UK corporate finance adviser with broad experience in UK equity market regulation. Following a career in the City advising major European companies, for over 10 years now, he has been presenting corporate finance training courses on takeovers, London listings and other UK market regulations, as well as providing independent corporate finance advice and assistance to clients and professional firms.

After graduating in modern languages from Downing College, Cambridge, he qualified as a chartered accountant with Price Waterhouse.

He then spent three and a half years working at S. G. Warburg advising on a wide range of corporate finance transactions before joining Paribas in London, where he spent the next fourteen years becoming a director and head of cross-border corporate finance. Following this, he spent two years in the London office of Mazars, where he was a partner in charge of international corporate finance.

During this period in the City, he gained extensive corporate finance experience and worked with corporate clients from many countries, in particular from the UK and France. He is fluent in French and spent two years working in the head office of Paribas Paris. He has advised on a wide range of complex UK transactions, both medium-sized and large, including public takeovers, restructurings, privatisations, private acquisitions and sales, listings and equity and equity-linked issues.

During the last ten years, he has produced and delivered many corporate finance training courses, in particular specialising in the development of the Takeover Code and takeover tactics and stock market regulation for companies quoted in the UK, including the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules.

Previous Deals

Our trainer has advised on a wide range of complex transactions, both medium-sized and large. These have included the public takeover bid by Lafarge SA for Blue Circle plc and by Infogrames SA for Gremlin plc, the restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom, as well as private acquisitions and sales, UK listing and equity issues.

Training Style

The trainer draws on his extensive technical knowledge and illustrates subjects with relevant examples from his own experience and other recent transactions.

He encourages interactive discussion and welcomes questions from delegates as well as posing them himself to ensure that points have been fully understood.

Our trainer also presents the following courses: Advanced Takeover Code; Introduction to the FCA Listing, Disclosure and Transparency and Prospectus Rules; and as in-house only courses, Public to Private Takeovers; Secondary Equity Offerings.

  • Receive a thorough introduction to the UK Takeover Panel and its rules, the rationale for the Takeover Code and when it is applicable.
  • Explore the six general principles and their application in practice.
  • Understand the key code definitions which are relevant to the rules.
  • Examine the rules relating to announcements and independent advice.
  • Learn about dealing restrictions, disclosures and share purchases and the rules relating thereto.
  • Understand the principles behind mandatory offers and whitewashes.
  • Get to grips with the procedure for voluntary offers and related rules.
  • Be apprised of the conduct during the offer and the bid timetable including July 2021 changes.
  • Learn about the use of profit forecasts, QFBS and asset valuations, and the relevant rules.

  • Very knowledgeable trainer with over 20 years of corporate finance experience
  • Trainer has advised on both recommended and hostile UK public takeovers
  • A thorough introduction to rules with the right level of detail
  • Current and real-life takeover examples to illustrate points
  • The course has been consistently rated excellent by attendees

This two-part introduction to the takeover code training course is a "need to know" for:

  • All professionals advising on takeovers of UK-quoted companies. The content covered is going to give you a significant technical advantage in understanding the Takeover Code changes and requirements when a takeover is being planned and when it is being executed.

This introduction to the takeover code training course is also a “nice to know” for:

  • Other advisers and corporates wishing to understand the Takeover Code Rules.

In this introduction to the Takeover Code training course, participants will learn about how the Takeover Panel and the Takeover Code operate. The course will examine the circumstances under which the Takeover Code is applicable, the relevance of the key principles and rules of the Takeover Code and their application in practice.

The course will cover the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers and the parties’ conduct during an offer period. The course concludes by looking at the timetable for a bid executed by contractual offer or by the scheme of arrangement.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules and the current annual report of the UK Takeover Panel.

  • The course was well structured, comprehensive and clear. 
Number of places:
Part 1

£ 595.00

Number of places:
Part 2

£ 595.00

Discounts available:
Virtual Class

  • 2 places at 30% less
  • 3 places at 40% less
  • 4 places at 50% less
  • 5 places at 55% less
  • 6+ places at 60% less
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