The City Code on Takeovers and Mergers is a binding set of rules that apply to listed companies in the United Kingdom, such as those trading on the London Stock Exchange. Many of its provisions are mirrored in the EU Takeover Directive.
The Code is designed principally to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted.
Rule 6, Acquisitions requiring offer of a minimum level of consideration
Rule 9, When a mandatory offer is required, and who is responsible to make it
Rule 11, When cash or securities are required as the offer
Rule 14, Where there’s more than one share capital class
Rule 16, Special deals with favourable conditions
Rule 21, Actions that could have the effect of frustrating a takeover bid require shareholder approval
Rule 31.4, Offer to remain open for 14 days after unconditional as to acceptances
Rule 32.3, If the offer is revised all shareholders are entitled to reconsider
Rule 33.2, Shutting off cash underwritten alternatives
Rule 36, For partial offers, the panel’s consent is required
Rule 37, Regulating a company’s purchase of own securities
