Takeover Code—Interests in securities
Takeover Code—Interests in securities

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Takeover Code—Interests in securities
  • Brexit impact
  • Mini-index
  • Interests in securities—Setting the scene
  • Definition—Interests in securities
  • Paragraph 2—Right to exercise voting rights or general control
  • Paragraph 3—Agreements to purchase, option or derivative
  • Paragraph 4—Derivative transactions
  • Paragraph 5—Irrevocable commitments
  • Note 2—Interests of two or more persons
  • more

This Resource Note deals with the definition of interests in securities in The City Code on Takeovers and Mergers (Code). It highlights relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (Panel), as well as Lexis®PSL analysis and resources, to give practical guidance on the interpretation and application of the expression.

Materials covered in this Resource Note include:

  1. Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code

  2. Panel Statements published by the Panel (P/S) and Panel Instruments

  3. Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee

  4. Annual Reports published by the Panel containing discussion of general issues (Annual Reports)

  5. relevant Lexis®PSL and LexisLibrary resources

Brexit impact

In November 2018 the Panel published a consultation paper, PCP 2018/2, which proposed a number of changes to the Code arising from the UK’s withdrawal from the EU. In a response statement, RS 2018/2, published in March 2019, the Panel stated that it intended to adopt these proposals subject to some minor amendments. The proposed amendments are set out in Appendix B to RS 2018/2 and do not make any changes to the definition of ‘interests in securities’ in the Code.

For