Takeover Code Changes

Currently the Takeover Code (the Code) applies to offers for companies which have their registered offices in the UK, the Channel Islands or the Isle of Man and if:

(a) any of their securities are admitted to trading on a regulated market in the UK or on any stock exchange in the Channel Islands or the Isle of Man; or

(b) if not traded on a regulated UK market, to offers for public and, subject to certain limitations, private companies which are considered to have their place of central management and control in the UK, Channel Islands or Isle of Man. The latter is referred to as the ‘residency test’.

The precise applicability, including when the Code does not apply to private companies, can be found on page A3 of the Code (see link).

The Takeover Panel has issued a consultation document in which it is proposed that the residency test be removed. This will mean (see page 8 of the consultation document) that the Code would apply to public and, again with certain limitations, private companies which have their registered office in the UK, the Channel Islands or the Isle of Man.

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