The Takeover Panel’s Code Committee has made amendments to the Takeover Code. The changes include updates to Rule 2.9 requiring offeree companies and offerors to announce details of all classes of relevant securities in issue, including International Securities Identification Numbers (ISINs) and legal entity identifiers (LEIs), by 7.15 am on the next business day. The amendments come into effect from 4 February 2026.

Corporate analysis: The Takeover Panel (Panel) has published two response statements, which confirm various amendments to the Takeover Code (Code) that will take effect on 13 June 2022.

Corporate analysis: The Takeover Panel (Panel) has published a response paper confirming that it will be proceeding with various amendments to the presumptions contained in the definition of acting in concert and related provisions in the Takeover Code (Code). The analysis includes market commentary from Rui Huo, director, Public M&A at Clifford Chance and Selina Sagayam, partner at Gibson Dunn.

Corporate analysis: The Code Committee of the Takeover Panel (Panel) has published a response paper confirming that it will be proceeding with various amendments to the Takeover Code (Code) concerning its application to companies with a dual class share structure (DCSS), clarifying disclosure obligations at IPO and simplifying rules on share buybacks. The response paper confirms a suite of amendments updating the mandatory offer framework, enhancing IPO disclosure, reforming the share buyback regime and clarifying the treatment of enhanced-voting and non-voting share structures. The changes to the Code will take effect on 4 February 2026.

Corporate analysis: The Takeover Panel (Panel) has published a response statement to its earlier consultation paper on proposed amendments to the Takeover Code (Code) regarding the treatment of offer conditions and the offer timetable.

The Takeover Panel has announced that it will increase the PTM levy rate from 100p to 150p per contract for trades exceeding £10,000, effective from 2 December 2024. The PTM levy rate is one of two principal sources of income for the Takeover Panel and has not changed since 2002. The increase is being implemented to address financial deficits from reduced market activity and inflation. It reflects a 120% rise in RPI and 80% in CPI since it was last increased.

The Code Committee of the Takeover Panel has published a public consultation paper (PCP 2025/1), seeking views on proposed amendments to the Takeover Code relating to dual class share structures, initial public offerings (IPOs) and share buybacks. Following the consultation, the Committee will publish a Response Statement setting out the final amendments to the Code. The consultation closes on 26 September 2025.

The Panel on Takeovers and Mergers is an independent body, established in 1968, whose main functions are to issue and administer the City Code on Takeovers and Mergers (the Takeover Code or Code) and to supervise and regulate takeovers and other matters to which the Code applies. Its central objective is to ensure fair treatment for all shareholders in takeover bids.

Corporate analysis: The Code Committee of the Takeover Panel (Panel) has published a consultation paper, PCP 2026/1. The consultation proposes a broad set of amendments to the Takeover Code (Code), principally to clarify and simplify existing provisions, codify aspects of Panel Executive practice and update terminology and cross-references. The proposals cover acting in concert, reverse takeovers, UK primary MTFs, PUSU deadline extensions, Rule 9 mandatory offers, Rule 16 confirmations, Rule 21.1 frustrating action, Rule 28.7 investment research, Rule 35.1 post-offer restrictions and minor procedural changes. The consultation closes on 2 October 2026.

Corporate analysis: The Code Committee of the Takeover Panel (Panel) has published a consultation paper, PCP 2025/1, proposing amendments to the Takeover Code (Code) to address the regulatory treatment of dual class share structures (DCSS), clarify disclosure obligations at IPO, and simplify the rules governing share buybacks. The proposals aim to modernise the Code in light of recent market developments, particularly the FCA’s introduction of the UK Listing Rules, and to ensure that the Code continues to provide fair and effective protection to shareholders.

Corporate analysis: The Takeover Panel (Panel) has published a consultation paper, PCP 2024/1, which proposes a new jurisdictional framework which would narrow the scope of the companies to which the Takeover Code (Code) applies under section 3 of the Introduction to the Code, refocusing the application of the Code to companies which are registered in the UK and listed (or were recently listed) in the UK.

The Takeover Panel has published its 2023-24 Annual Report, detailing an overview of the activities of the Panel and its various committees over the past year. The Report comprises statements from the Chair, Code Committee Chair, as well as a summary from the Director General on takeover activity during the year. It also includes the accounts for the year ended 31 March 2024, a list of published Panel Statements, and statistics pertaining to takeover transactions regulated by the Panel.