The latest Panel consultation (PCP 2020/1) is probably the worst kept secret in the City given the extent of pre-consultation that took place. Putting other regulators on foot with the CMA and European Commission as regards conditionality and enabling a timetable suspension to get clearances is long overdue.  

There is much to digest but one thing which caught our eye was the Panel taking the opportunity to close a loophole which enables a bidder to lapse an offer on a closing date before Day 60 if the 90% acceptance threshold has not been met where a MAC event has arisen which might not meet the Panel’s “material significance” test -see para 6.9.  

Under the new proposal 14 days’ notice would have to be given of an “acceptance condition invocation notice” which should give shareholders ample time to pile in and accept an offer before it is snatched away. Code changes always seem to ratchet in favour of the target rather than the bidder (e.g. the PUSU). We will address the more detailed proposals in our regular corporate update.