Definition of Rule 2

There is one vital feature of the UK takeover rules that makes them among the most stringent in the world. It is known as Rule 2 and it governs the timing of announcements relating to offers for a company.

Unlike the US, where companies do not have to comment on speculation or rumour, in the UK targets can be forced to spill the beans.

Reform in 2011 tightened Rule 2 further so that any rumour about a possible bid for a company or big swings in its share price, can force the target to reveal all the parties it is in talks with.

The revelation that it is in talks about a possible takeover automatically starts the clock ticking on the 28-day “put up or shut up” deadline for a firm offer to be made.

That new dynamic means an inadvertent leak could scupper takeover plans. Either media-shy corporates get cold feet or bidders cannot get financing ready in time.

If a bidder pulls out of talks, they are restricted from restarting them for up to six months. One of the reforms tightened Rule 2 further so that even if the talks are never made public, this restriction still applies. [1]

UK takeover rules among most stringent

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