Takeover Panel Definition

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GLOSSARY

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What does Takeover Panel mean?

The Panel on Takeovers and Mergers, an independent body established in 1968, whose main functions are to issue and administer the Code and to supervise and regulate takeovers and other matters to which the Code applies in accordance with the rules set out in the Code. Its statutory functions are set out in and under CA 2006, ss 942–965 (Chapter 1 of Part 28).

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The Companies (Cross-Border Mergers) Regulations 2007—timetable [Archived]

The Companies (Cross-Border Mergers) Regulations 2007—timetable [Archived] NOTE: This archived timetable summarises the typical timetable for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297 before the regulations were revoked at the end of the Brexit implementation period. Background The European regime governing mergers between companies in different member states of the EEA derives from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK implemented the Directive via The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (Cross-Border Mergers Regulations). As well as a framework for mergers, the Cross-Border Merger Regulations govern employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) will apply in the normal way to the extent that at least one of the companies involved in the merger is covered by the scope of the Code. The Takeover Panel (Panel) has published a practice statement providing guidance on the application of the Code to...

Re-registration of a public limited company to a private and unlimited company—checklist

Re-registration of a public limited company to a private and unlimited company—checklist This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a public limited company to re-register as a private and unlimited company under Part 7 of the Companies Act 2006 (CA 2006), covering: • Preliminary considerations • Documentation • Meetings and procedures • Companies House filings and certificates • Cancellation of listing and trading—additional matters, and • Post-registration matters Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Is the company fully aware of the implications of the company becoming unlimited? In particular, the members and directors should be aware that:(1) an unlimited company is not required to file accounts with Companies House(2) an unlimited company is not restricted by capital maintenance rules, and, crucially(3) there is no limit on the liability of the members of an unlimited company, so the members must be willing to financially stand behind the company CA 2006,...

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Due diligence on takeovers

Due diligence on takeovers This Practice Note discusses the conduct of due diligence by an offeror on a public takeover. It considers the purpose of due diligence, its potential scope, the approach taken on hostile takeovers, shareholder information that a bidder is entitled to request, issues under the City Code on Takeovers and Mergers (Code) such as the requirement to provide equal information to competing bidders and how the offeree can protect its position through the use of confidentiality agreements. Purpose Due diligence provides a buyer with the opportunity to investigate the affairs of the offeree business, to verify that it is trading in accordance with market expectations and that there are no significant commercial, financial, legal and regulatory issues that would impact on price or the buyer's willingness to proceed with the transaction. The due diligence exercise may also influence how the transaction is structured and may identify issues that need to be resolved before the offer can proceed (eg competition notifications or clearances). It is...

Corporate—key resources for in-house lawyers

Corporate—key resources for in-house lawyers This note provides a navigational guide to Corporate content and resources that may be of particular interest to in-house lawyers. Keeping up-to-date Current awareness service News and other items of topical interest are available via the daily email alert and also housed within the News tab which can be found on the Corporate homepage. Our News tab contains: • news stories, case digests and legislation updates • news analysis pieces written by external practitioners, members of the Corporate team, and other practice area teams (where relevant for corporate lawyers) • the Corporate and Market Standards weekly highlights newsletters • daily Market Standards round-ups, listing announcements of the latest public company deals We also publish a weekly highlights newsletter highlighting the latest news stories (organised on a topic basis), as well as upcoming dates for the diary and details of newly-published and updated content. See: Corporate weekly highlights—overview. It is easy to set up daily and weekly email updates to...

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Board minutes—calling a general meeting to re-register—unlisted company to private limited company

Board minutes—calling a general meeting to re-register—unlisted company to private limited company Company number: [insert number] [insert company name] PLC Minutes of a meeting of the board of directors (the Meeting) of [insert full name of company] (the Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by telephone as permitted by the Company’s articles of association] (by telephone)] [[Insert names of any directors present by other means permitted by the Company’s articles of association] (by [insert other means])] [ In attendance:] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [Insert name] was appointed Chair of the Meeting. It was reported that proper notice of...

Re-registration of an unlisted public company as a private limited company—circular to shareholders and notice of general meeting

Re-registration of an unlisted public company as a private limited company—circular to shareholders and notice of general meeting Company number: [insert company number] [insert company name] PLC (the Company) Circular to shareholders and notice of general meeting Part 1—Letter from the Chair Dear Shareholder The Company is seeking the approval of its shareholders (the Shareholders) to re-register from a public company to a private limited company (the Re-Registration). [It is the opinion of the directors of the Company that it is not appropriate for the Company to remain a public company because the administrative burden of complying with additional regulation under the CA 2006 and the provisions of the Code is disproportionate to the few benefits that the Company enjoys as a public company.] The purpose of this document is to convene a general meeting at which the resolution to re-register will be proposed (the General Meeting), and to provide you with a background to the proposed Re-Registration. The Re-Registration Public companies are subject to more...

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What are the options for emergency equity fundraisings for listed companies in light of the coronavirus (COVID-19) pandemic?

What are the options for emergency equity fundraisings for listed companies in light of the coronavirus (COVID-19) pandemic? With the coronavirus (COVID-19) pandemic continuing to cause significant economic turmoil, many listed companies may need to raise funds quickly through equity capital fundraisings. Equity fundraisings can be split into two different types: pre-emptive offerings and non-pre-emptive offerings. In a pre-emptive offering, such as a rights issue or an open offer, shareholders are given the opportunity to subscribe in the fundraising pro-rata to their existing shareholdings. In a non-pre-emptive offering, such as a placing, shares are offered to selected investors and this will see the holdings of existing shareholders in the company diluted. The key types of secondary fundraisings which a listed company may consider in an emergency situation are discussed below. Placing In a placing, shares are usually offered to a selected group of institutional investors for cash. The placing is generally structured so that it falls within one of the exemptions from the requirement to publish...

I act for an AIM company, which has its registered office in the UK but its management are based in, and decisions are made from, New York. Would the Takeover Code apply in a takeover situation?

I act for an AIM company, which has its registered office in the UK but its management are based in, and decisions are made from, New York. Would the Takeover Code apply in a takeover situation? Companies subject to the City Code on Takeovers and Mergers (the Code) Whether the Code applies to a company in the context of a takeover depends on the status of the offeree company (including the location of its registered office) as well as on the regulated market/multilateral trading facility/stock exchange on which the offeree company's shares are admitted to trading. The status of the offeror and where its shares are admitted to trading is irrelevant for this purpose. If the AIM company is the offeree in a takeover, the Code would apply notwithstanding that the company's management are based in, and decisions made from, New York. This is because the application of the Code has now been extended to cover companies whose registered office is in the UK...

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Market Standards Trend Report—Trends in UK public M&A in Q1 2025

Corporate analysis: Market Standards has conducted research to examine the current trends in UK public M&A for the period 1 January 2025 to 31 March 2025.

Corporate weekly highlights—14 November 2024

This week's edition of Corporate weekly highlights includes the FRC launching a consultation on updates to the UK Stewardship Code, publication by the IFRS of a report on corporate climate-related disclosures, publication and the laying before Parliament of a revised draft of the Companies and LLPs (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024, publication by the Takeover Panel of its response statement on amendments to the Takeover Code and News Analysis pieces on Autumn Budget 2024 announcements relating to (i) the government’s Corporate Tax Roadmap, and (ii) the taxation of carried interest.

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