The Takeover Panel has published its 2024–25 Annual Report, providing an overview of the Panel’s activities and those of its various committees over the past year. The report comprises statements from the Chair and the 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 2025 and statistics on takeover transactions regulated by the Panel.

The Panel Executive has published a new Practice Statement 35 (Profit forecasts, quantified financial benefits statements and investment research) and a new Practice Statement 36 (Unlisted share alternatives).

The Takeover Panel has published two amendments, affecting Practice Statement 31 and the Takeover Code. Practice Statement 31 sets out guidance in relation to strategic reviews, formal sale processes and other circumstances in which a company is seeking potential offerors. It now addresses private sale processes and describes in more detail the different types of sale processes, along with the Executive’s approach to the relevant provisions of the Takeover Code in each case. The revised version of the Takeover Code reflects amendments made by Instrument 2023/4 (Central counterparty recovery and resolution), Instrument 2024/1 (The Pensions and Lifetime Savings Association) and Instrument 2024/2 (Document charges).

The Takeover Panel has published Panel Bulletin 6 on the application of Rule 20.1 of the Takeover Code and the Executive’s recommendations with regard to its application. Rule 20.1 requires equality of information to shareholders in an offeree company and persons with information rights. The bulletin reminds parties to an offer or possible offer that the application of Rule 20.1 needs to be considered where a representative director of the offeree company which represents the interests of a shareholder in the offeree company is provided with information from the offeree company and such information is provided to the appointing shareholder either by the representative director or the offeree company.

The Takeover Panel’s Code Committee has published a consultation proposing a new framework to narrow the scope of companies falling under the Takeover Code. The change aims to refocus application of the Code to companies registered and listed in the UK. The consultation closes on 31 July 2024.

The Takeover Panel has published a new note, providing guidance to advisers on the cancellation of admission to trading for companies subject to the Takeover Code. It clarifies that companies with registered offices in the UK, Channel Islands, or Isle of Man, whose securities are admitted to trading on specified markets, will remain subject to the Code for two years following cancellation, regardless of their place of central management and control or whether they re-register as private companies. The Panel advises early consultation with the Panel Executive for companies planning a cancellation to ensure appropriate shareholder disclosure regarding the Code’s continued application and outlines a recommended procedure to follow, including notifying the Panel Executive of the proposed cancellation. The Panel has also updated its note on re-registering public companies classified as ‘transition companies’ as private companies. It clarifies that if such a company re-registers as private before 3 February 2027, the Code will cease to apply, unless the company falls within certain specified categories.

The Takeover Panel (Panel) has published Panel Statement 2024/24 regarding publication of Response Statement RS 2024/1 on its consultation on companies to which the Takeover Code (Code) applies.

The Takeover Panel's Code Committee has published Response Statement RS 2025/1 and Instrument 2025/1 (document 2025/18), finalising amendments to the Takeover Code concerning dual class share structures, IPOs, and share buybacks. This update follows consultation PCP 2025/1, which was published on 3 July 2025 and ran until 26 September 2025. The Panel has made available on its website the response statement, Instrument 2025/1 containing the Code amendments, and all individual responses received from consultation participants. The amendments will take effect on 4 February 2026, when the Takeover Code website is updated and printed copies of the amended pages are dispatched to subscribers.

The Takeover Panel has confirmed that amendments to the Takeover Code on dual class share structures, IPOs and share buybacks have taken effect, and has published a new Note to Advisers on IPOs/admissions and a revised Note to Advisers on Rule 9 waivers. It has also launched a beta Disclosure Table incorporating legal entity identifier information ahead of a planned replacement of the existing table on 1 April 2026.

When intending to launch a bid for a potential offeree, the offeror and its advisers may be obliged to consider the laws of any foreign jurisdictions in which shareholders (individual or corporate) of the offeree may be based. While this Practice Note offers some general guidance in relation to overseas shareholders in two key jurisdictions (the United States and Australia), all relevant parties to a takeover bid with an international element should seek local legal advice about the matters referred to below. Takeover Code The starting point under the City Code on Takeovers and Mergers (Code) is General Principle 1: ‘All holders of the securities of an offeree company of the same class must be afforded equivalent treatment; if a person acquires control of a company, the other holders of securities must be protected.’ This is expanded on in Rule 23.1, which provides that: ‘Shareholders must be given sufficient information and advice to enable them to reach a properly informed decision as to the merits or demerits of an offer.’ Rule 30.4 specifically states that all information

It is a fundamental concept of the City Code on Takeovers and Mergers (Code) that an offeror should announce a firm intention to make an offer only after the most careful and responsible consideration and when it has every reason to believe that it can and will continue to be able to implement the offer, including ensuring that it can fulfil in full any cash consideration (‘certain funds’ or ‘certainty of funds’). Under Rules 2.7(d) and 24.8, when an offer is made in cash or includes a cash element, both the announcement and the offer document must include confirmation by an appropriate third party (usually the offeror’s financial adviser) that resources are available to the offeror sufficient to satisfy full acceptance of the offer (a 'cash confirmation'). This Practice Note considers the certain funds principle and the related cash confirmation requirements under the Code, and looks at various issues for the offeror and its financial adviser to consider when dealing with these requirements and other matters relevant to bid financing arrangements, including financing conditions and pre-conditions, cash

References in this glossary to Rules and Notes are to the rules of, and notes to, The City Code on Takeovers and Mergers (Code) and references to the CA 2006 are to the Companies Act 2006. Glossary terms which are defined in the Definitions section at the beginning of the Code are marked '(Code definition)'. A A Definition Acceleration statement (Code definition) An acceleration statement is a statement in which an offeror brings forward the latest date by which all of the conditions to the offer must be satisfied or waived. See Practice Note: Offer tactics—revisions, extensions, acceleration statements and alternative offers—Acceleration statements and acceptance conditional invocation notices. Acceptance condition A condition to an offer as to the minimum level of acceptances of an offer below which the offeror may decline to proceed with the offer. Rule 10.1 requires any offer for voting equity share capital or for other transferable securities carrying voting rights to include an acceptance condition that is not capable of being satisfied unless the offeror has acquired or