About the Panel
The Panel on Takeovers and Mergers (the “Panel”) is an independent body, established in 1968, whose main functions are to issue and administer the City Code on Takeovers and Mergers (the “Code”) and to supervise and regulate takeovers and other matters to which the Code applies in accordance with the rules set out in the Code. It has been designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers pursuant to the Directive on Takeover Bids (2004/25/EC) (the “Directive”). Its statutory functions are set out in and under Chapter 1 of Part 28 of the Companies Act 2006.
The Panel regulates takeover bids and other merger transactions (however effected) for companies which have their registered offices in the United Kingdom, the Channel Islands or the Isle of Man if any of their securities are admitted to trading on a regulated market in the United Kingdom or on any stock exchange in the Channel Islands or the Isle of Man. Its remit also extends to unlisted public companies and certain private companies which are resident in the United Kingdom, the Channel Islands or the Isle of Man.
In certain circumstances the Panel also shares responsibility for the regulation of an offer with the takeover regulator in another Member State of the European Economic Area (a “Member State”) (for example, where the offeree company is registered in the United Kingdom and has its securities admitted to trading on a regulated market in another Member State but not on a regulated market in the United Kingdom).
Full details of the scope of the Panel’s jurisdiction and of its responsibilities in shared jurisdiction cases are set out in section 3 of the Introduction to the Code.
The Code is designed to ensure that shareholders are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets. The Code is not concerned with the financial or commercial advantages or disadvantages of a takeover. These are matters for the company and its shareholders. Wider questions of public interest, such as competition policy, are the responsibility of government and other bodies, such as the Competition Commission, the Office of Fair Trading and the European Commission.