How to Complete Checklists and Supplementary Forms

This page sets out information to help you complete checklists and supplementary forms and submit them to the Panel.

The following help topics are available on this page:

Before you start

The checklists are updated from time-to-time. Please ensure that you have the most recent version by downloading the relevant checklist and any supplementary forms from the Checklists page.

Completing checklists and supplementary forms

  • Advisers are reminded that, under Rule 30.5 of the Code, a copy of an announcement or document must be sent to the Panel at or before publication of the announcement or document. The Panel requires appropriate and duly completed checklists to accompany such announcements and documents sent to the Panel in accordance with Rule 30.5.
  • Checklists must be completed and submitted to the Panel by the financial adviser to an offeror or offeree company (as appropriate). Certain sections of the checklist must also be approved by a representative of the financial adviser (see the Financial adviser approval section below).
  • All relevant sections of the checklist must be completed before the checklist is submitted to the Panel.
  • If an announcement includes a profit forecast etc. by the offeree, the relevant supplementary form should be completed by the offeree’s financial adviser and attached to the main checklist by the offeror’s financial adviser.

References

Where there is a ‘REF’ column in the checklist, provide references to the page number and paragraph of the announcement or document where the relevant requirement of the Code has been satisfied. When completing the checklist, use only the following options in the ‘REF’ column:

Option: When and how to reference:
Page and/or paragraph reference References should be to the relevant page number and paragraph of the announcement or document.

References should clearly identify where in the announcement or document the relevant information is located.

References to multiple pages or paragraphs will not be sufficient.

N/A To be used if a provision is not applicable (use the comments column to explain briefly why the provision is not applicable).

Financial adviser approval

The completed checklists need to be approved (signed) by a representative of the relevant financial adviser before they are submitted to the Panel.

In some instances (e.g. when there is a joint offer document/offeree board circular), a checklist may require the signature of the representatives of both the financial adviser to the offeror and the financial adviser to the offeree company. If so, the Panel expects that only one checklist will be submitted. It is up to the parties themselves to co-ordinate how this is done.

The financial adviser approval will be treated as applying to any supplementary forms provided in support of, or referred to in, in the checklist.

By signing the checklist, the financial adviser confirms that:

  • the checklist and supplementary forms have been completed in accordance with the Panel’s guidance on how to complete checklists and supplementary forms, as set out on this page; and
  • the adviser is responsible for, and can be contacted in respect of, any aspect of the relevant section of the checklist for which it has given its approval.

Submitting checklists

Email the completed checklist, any supplementary forms and the related announcement or document to: documentfiling@thetakeoverpanel.org.uk

In addition to the checklists and electronic copies of final documents being submitted to the Panel, hard copies of offer documents and scheme circulars must also be sent to the Panel in accordance with Rule 30.5. The table below sets out the number of hard copes to be sent to the Panel.

Document type: Number of copies to be sent to the Panel:
Offer document/ scheme circular (recommended) 8
Offer document/ offeree board circular/ scheme circular (unilateral) 12
Revised offer document/ offeree board circular 8

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Disclosure Table

Details of offeree companies and offerors currently in an offer period. Positions and dealings in relevant securities must be disclosed under Rule 8 of the Code.

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The Takeover Code

The Takeover Code is designed to ensure that shareholders are treated fairly, are not denied an opportunity to decide on the merits of a takeover and are afforded equivalent treatment by an offeror. It provides an orderly framework within which takeovers are conducted.
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Statements by the Panel

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Company announcements

Where to find statements and disclosures notified to a Regulatory Information Service in relation to takeovers regulated by the Takeover Panel.

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