Legislative basis

United Kingdom

The Panel’s statutory functions are set out in and under Chapter 1 of Part 28 (sections 942 to 965) of the Companies Act 2006 (the “Act”).

See also the Explanatory Notes on the Companies Act 2006.

See below in relation to the UK’s withdrawal from the EU.

Isle of Man

Chapter 1 of Part 28 of the Act has been extended to the Isle of Man with certain modifications by The Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2008 (as amended by The Companies Act 2006 (Extension of Takeover Provisions) (Isle of Man) Order 2009).

Jersey

The Panel has been appointed by the Companies (Appointment of Takeovers and Mergers Panel) (Jersey) Order 2009, made under Article 2 of the Companies (Takeovers and Mergers Panel) (Jersey) Law 2009, to carry out certain regulatory functions in relation to takeovers and mergers under Jersey law.

Guernsey

The Panel has been appointed under the Companies (Guernsey) Law, 2008 to carry out certain regulatory functions in relation to takeovers and mergers under Guernsey law.

THE UNITED KINGDOM’S WITHDRAWAL FROM THE EUROPEAN UNION

Following the UK’s withdrawal from the EU, certain amendments will be made to Part 28 of the Act by The Takeovers (Amendment) (EU Exit) Regulations 2019 (the “Takeover Regulations”). The Takeover Regulations will come into force on “IP completion day”, i.e. 31 December 2020 at 11.00 pm.

Although the Takeover Regulations are stated to come into force on “exit day”, which is defined in the European Union (Withdrawal) Act 2018 as 31 January 2020 at 11.00 pm, Schedule 5 to the European Union (Withdrawal Agreement) Act 2020 (the “EUWAA 2020”) provides that references in existing subordinate legislation to “exit day” are to be read as references to “IP completion day”. “IP completion day” is defined as the end of the implementation period provided for in the Withdrawal Agreement between the EU and the UK, i.e. 31 December 2020 at 11.00 pm.

In addition, certain amendments will be made to the relevant legislation in the Isle of Man, Jersey and Guernsey as a result of the UK’s withdrawal from the EU:

• • in the Isle of Man, The Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2019 will revoke and replace The Companies Act 2006 (Extension of Takeover Panel Provisions) (Isle of Man) Order 2008, with effect from 31 December 2020 at 11.00 pm;

• • in Jersey, the European Union (Financial Services – Miscellaneous Amendments) (Jersey) Regulations 2019 will amend the Companies (Takeovers and Mergers Panel) (Jersey) Law 2009, with effect from a date to be determined by Ministerial Order; and

• • in Guernsey, The Companies (Panel on Takeovers and Mergers) (Brexit) (Guernsey) Regulations 2019 will amend the Companies (Guernsey) Law, 2008, with effect from 31 December 2020 at 11.00 pm.