The Takeover Code 
       ©The Panel on Takeovers and Mergers 
       All rights reserved 
       ISBN 0 9500466 6 3 
       PFBPH 
       Typeset and printed by RR Donnelley.  
        
                            COMMUNICATION WITH THE PANEL
              General enquiries
              Postal communications and “by hand” deliveries should be addressed to:
              The Panel on Takeovers and Mergers 
              One Angel Court 
              London 
              EC2R 7HJ
              You may also contact the Panel as follows:
              Telephone:    +44 (0) 20 7382 9026
              Email: supportgroup@thetakeoverpanel.org.uk
              Market Surveillance Unit
              The Panel’s Market Surveillance Unit may be contacted as follows:
              Telephone:    +44 (0) 20 7638 0129
              Email:         monitoring@disclosure.org.uk
                (Note: this email address is to be used solely for the transmission of 
                            disclosure forms and not for general enquiries or questions)
              Electronic filing of documents, announcements and other information
              Copies of documents, announcements and other information published in 
              connection with an offer that are required to be sent to the Panel in electronic 
              form should be sent by email to documentfiling@thetakeoverpanel.org.uk.
                            KEEPING THIS VOLUME UP-TO-DATE
              Future amendments or additions will be made by the issue of replacement 
              or new pages.
              As and when amendments or additions are published they will be 
              accompanied by an updated checklist of page references. In this way it will 
              be possible to be sure that the volume is up-to-date.
              Further copies of the Code may be obtained at a price of £50 each. There is 
              an annual charge of £25 for the amendments service.
              1.4.19
                                     PUBLICATION DATES
               First edition in loose-leaf format                   19 April 1985
               Second edition                                    26 January 1988
               Third edition                                     25 October 1990
               Fourth edition                                        8 July 1993
               Fifth edition                                   16 December 1996
               Sixth edition                                        12 July 2000
               Seventh edition                                       1 May 2002
               Eighth edition                                       20 May 2006
               Ninth edition                                      30 March 2009
               Tenth edition                                   19 September 2011
               Eleventh edition                                     20 May 2013
               Twelfth edition                                12 September 2016
               (From time to time amendments are issued.)
               12.9.16
                                                                                 1
              Contents—Summary
              THE CITY CODE ON TAKEOVERS AND MERGERS (THE CODE)
                                                                  SECTION
              INTRODUCTION A
              GENERAL PRINCIPLES                                     B
              DEFINITIONS C
              THE APPROACH, ANNOUNCEMENTS AND 
                 INDEPENDENT ADVICE                                  D
              RESTRICTIONS ON DEALINGS                               E
              THE MANDATORY OFFER AND ITS TERMS                      F
              THE VOLUNTARY OFFER AND ITS TERMS                      G
              PROVISIONS APPLICABLE TO ALL OFFERS                    H
              CONDUCT DURING THE OFFER                               I
              DOCUMENTS FROM THE OFFEROR AND THE OFFEREE 
                 BOARD J
              PROFIT FORECASTS AND QUANTIFIED FINANCIAL 
                  BENEFITS STATEMENTS                                K
              ASSET VALUATIONS                                       L
              DISTRIBUTION OF DOCUMENTATION DURING AN OFFER          M
              OFFER TIMETABLE AND REVISION                           N
              RESTRICTIONS FOLLOWING OFFERS                          O
              PARTIAL OFFERS                                         P
              REDEMPTION OR PURCHASE BY A COMPANY OF ITS  
                 OWN SECURITIES                                      Q
              DEALINGS BY CONNECTED EXEMPT PRINCIPAL 
                 TRADERS R
              WHITEWASH GUIDANCE NOTE                           APPENDIX 1
              FORMULA OFFERS GUIDANCE NOTE                      APPENDIX 2
              DIRECTORS’ RESPONSIBILITIES AND CONFLICTS OF 
                 INTEREST GUIDANCE NOTE                         APPENDIX 3
              RECEIVING AGENTS’ CODE OF PRACTICE                APPENDIX 4
              TENDER OFFERS                                     APPENDIX 5
              BID DOCUMENTATION RULES FOR THE PURPOSES OF 
                 SECTION 953 OF THE COMPANIES ACT 2006          APPENDIX 6
              SCHEMES OF ARRANGEMENT                            APPENDIX 7
              AUCTION PROCEDURE FOR THE RESOLUTION OF  
                 COMPETITIVE SITUATIONS                         APPENDIX 8
              HEARINGS COMMITTEE RULES OF PROCEDURE             APPENDIX 9
              DOCUMENT CHARGES                                      Doc
              12.9.16