Practice notes

Practice Notes are issued by the Takeovers Executive to provide informal guidance as to how the Takeovers Executive normally interprets and applies certain provisions of the Codes on Takeovers and Mergers and Share Buy-backs (Codes). They should not, however, be considered as an alternative to consulting the Takeovers Executive as to how the Codes apply to a particular case.

Practice Notes are reviewed by the Takeovers Executive periodically and are revised or withdrawn as appropriate. The following table indicates the topic, the relevant rules of the Codes and the month on which each Practice Note was issued or last revised.

Practice note	Topic	Relevant rules	Issue month
PN1	Partial offers (revised on 29.9.2023) Marked-up version against December 2016 version Partial offers (revised on 29.12.2016) Marked-up version against June 2013 version June 2013 version	R28	Sep 2023
PN2	Issues relating to profit forecasts under Rule 10 (revised on 31.3.2015) Marked-upversion against September 2013 version September 2013	R10	Mar 2015
PN3	(withdrawn on 31.3.2011)
PN4	Can an offer price increase after a "no increase" statement? (revised on 29.9.2023) Marked-up version against September 2007 version Can an offer price increase after a "no increase" statement?	R18.3	Sep 2023
PN5	Post-vetting of certain documents under Rule 12.1 (revised on 31.03.2014)	R12.1	Mar 2014
PN6	Appropriate offers for convertibles or warrants under Rule 13 and calculation of "see-through" price (revised on 28.09.2009)	R13	Sep 2009
PN7	Treatment of certain assets for the purpose of Rule 11.1(f) Marked-up version against December 2007 version December 2007	R11.1(f)	Mar 2020
PN8	Reminder about early consultation with the Executive	Introduction - Section 6	Dec 2007
PN9	Exempt fund manager and exempt principal trader status (revised on 13.07.2018) Marked-up version against September 2010 version September 2010	Definitions, R21, R22, R23, R26, R35	Jul 2018
PN10	Reservation of right to waive a whitewash condition	Note 1 on dispensations from Rule 26	Jun 2008
PN11	Application of Rule 12.1 of the Takeovers Code to announcements issued in compliance with Rule 2.07C(1)(a)(iv) of the Listing Rules (revised on 03.03.2014)	R12.1	Mar 2014
PN12	Gathering of irrevocable commitments (revised on 29.9.2023) Marked-up version against September 2017 version Gathering of irrevocable commitments (revised on 28.9.2017) Marked-up version against September 2008 version September 2008 version	Note 4 to Rules 3.1, 3.2 and 3.3	Sep 2023
PN13	Timing of disclosure of holdings by a group of which an adviser is a member	Note 1 to R3.5	Sep 2008
PN14	(withdrawn since combined with PN2 on 30.09.2013)
PN15	Confirmation of financial resources in cash offers (revised on 28.12.2012)	Rule 3.5 and Note 3 to Rule 3.5	Dec2012
PN16	Application of the Share Buy-backs Code to the amendment of terms and conditions and the subsequent redemption of convertible securities (revised on 29.9.2023) Marked-up version against March 2014 version Application of the Share Buy-backs Code to the amendment of terms and conditions and the subsequent redemption of convertible securities (revised on 3.3.2014)	Definitions	Sep 2023
PN17	Issues relating to special deals and Rule 25 of the Takeovers Code (revised on 29.9.2023) Marked-up version against June 2009 version Issues relating to special deals and Rule 25 of the Takeovers Code	R25	Sep 2023
PN18	(withdrawn on 13.7.2018)
PN19	Chain principle (revised on 29.9.2023) Marked-up version against September 2019 version Chain principle offer price Marked-up version against September 2012 version Sept 2012 version	Note 8 to R26.1	Sep 2023
PN20	Guidance note on announcements and documents under the Codes on Takeovers and Mergers and Share Buy-backs (revised on 1.2.2025) Marked-up version against September 2023 version Guidance note on announcements and documents under the Codes on Takeovers and Mergers and Share Buy-backs (revised on 29.9.2023) Marked-up version against October 2020 version Guidance note on announcements and documents under the Codes on Takeovers and Mergers and Share Buy-backs (revised on 5.10.2020) Marked-up version against June 2019 version June 2019 version Marked-up version against September 2018 version September 2018 version Marked-up version against March 2017 version March 2017 version Marked-up version against June 2015 version June 2015 version Marked-up version against June 2014 version June 2014 version	R12	Feb 2025
PN21	Note 6(a) to Rule 26.1 - Acquisitions of voting rights by members of concert group (revised on 29.9.2023) Marked-up version against March 2016 version Note 6(a) to Rule 26.1 - Acquisitions of voting rights by members of concert group	Note 6(a) to R26.1	Sep 2023
PN22	Material contracts and documents on display (revised on 29.9.2023) Marked-up version against December 2018 version Material contracts and documents on display	Paragraph 9 of Schedule II Note 1 to R8	Sep 2023
PN23	Waivers from the application of Rule 26.1 of the Takeovers Code for De-SPAC Transactions	Rule 26.1	Dec 2021
PN24	Receivers, liquidators and when to commence offer period(s)	Rule 3.7 Note 2 on dispensations from Rule 26	Nov 2022
PN25	Guidance note on the application of the Codes on Takeovers and Mergers and Share Buy-backs (Codes) following the abolition of the Special Regulations and the Mandatory Provisions and other matters relating to offers for A and H shares of a listed issuer (revised on 29.9.2023) Marked-up version against March 2023 version Guidance note on the application of the Codes on Takeovers and Mergers and Share Buy-backs (Codes) following the abolition of the Special Regulations and the Mandatory Provisions and other matters relating to offers for A and H shares of a listed issuer	All relevant rules	Sep 2023
PN26	Guidance Note on the application of the Codes on Takeovers and Mergers and Share Buy-backs relating to treasury shares	Definitions and all relevant rules	May 2024
PN27	Severe Weather Arrangements for Codes-regulated Transactions	Definitions and all relevant rules	Jun 2024

Last update: 1 Feb 2025