The Takeovers Panel has published a revised  version of its Guidance Note 7 on Lock-up devices.

The term "lock-up
device" refers to different types of restrictive arrangements entered
into between bidders and targets (or other parties) to encourage or
facilitate a takeover bid.

Guidance Note 7 sets out the Panel’s approach to such arrangements
entered into by a target entity, including devices such as break fees,
asset lock-ups, no-talk agreements and no-shop agreements. It explains
the two guiding criteria, concerning competition and coercion that the
Panel applies when considering whether such arrangements give rise to
unacceptable circumstances.

The changes which the Panel has made include:

• adjusting the focus of the guidance note from singular devices
  to lock-up arrangements generally.
• guidance on agreements affecting dealings with rival bidders,
  including ‘no due diligence’ agreements and agreements to pass on
  information. In summary, the Panel considers that, similar to no talk
  provisions, such agreements require appropriate safeguards and
  fiduciary exceptions.
• adding references to the recent panel
  decisions in Magna Pacific Holdings Limited 02 [2007] ATP 03 and Queensland Cotton Holdings Limited 02
  [2007] ATP 05. Accordingly, the policy reflects that the Panel would be
  likely to find a no-talk agreement to be anti-competitive if the form
  of any fiduciary exception meant that it was likely to be unavailable
  to target directors in practical terms.
• clarification of policy application. The revised policy clearly
  states that the principles will be applied to any arrangement which has
  the effect of fettering the actions of a target, a bidder or a
  substantial shareholder.