Fees and charges
The Panel derives its funding from three sources of income:
- Document charges
- PTM Levy
- Exempt charges
Any questions regarding the above should be directed to the Panel on 020 7382 9026.
Document charges
Offer documents
Charges are payable on offer documents. The document charges are subject to periodic review; until further notice they are payable on all offers valued at £1 million or more. The amount of the charge will depend upon the value of the offer according to the scale set out below.
Scale of document charges
| Value of the offer £ million |
Charge £ |
Charge as a maximum % of the value of the offer |
|---|---|---|
| 1 to 5 | 2,000 | 0.20% |
| 5 to 10 | 8,500 | 0.17% |
| 10 to 25 | 14,000 | 0.14% |
| 25 to 50 | 27,500 | 0.11% |
| 50 to 100 | 50,000 | 0.10% |
| 100 to 250 | 75,000 | 0.08% |
| 250 to 500 | 100,000 | 0.04% |
| 500 to 1,000 | 125,000 | 0.03% |
| More than 1,000 | 175,000 | 0.02% |
Valuation of offer for document charges
When the charge falls to be calculated on the basis of the value of securities to be issued as consideration, it should be computed by reference to the middle market quotation of the relevant securities at the last practicable date before the publication of the offer document as stated in that document and/or, as the case may be, by reference to the estimate of the value of any unlisted securities consideration given in the document in accordance with Rule 24.10.
When there are alternative offers, the alternative with the highest value will be used to calculate the value of the offer. Offers for all classes of equity share capital and other transferable securities carrying voting rights will be included in the calculation of the value of the offer, but offers for non-voting, non-equity share capital, convertibles, options, etc will not.
‘Whitewash’ documents
A document charge is payable on all whitewash documents when, if a mandatory offer would be necessary but for the whitewash, its value would be £1 million or more. The Panel should be consulted in cases of whitewashes involving underwriting commitments or the issue of convertible securities.
The scale of charges is set out below:
| Value of the offer £ million | Charge £ |
|---|---|
| 1 to 5 | 2,500 |
| 5 to 10 | 5,000 |
| More than 10 | 10,000 |
Mergers
When a merger is effected by offers for both companies by a new company created to make the offers, the document charge will be determined by the value of the lower of the two offers.
Tender offers
The document charge does not apply to tender offers under Appendix 5 of the Code.
Payment of document charges
The financial adviser to the offeror (or, if there is no financial adviser, the offeror) is responsible for the payment of the document charge to the Panel except in the case of a whitewash document when the financial adviser to the offeree company is responsible. Payments should be sent to the Panel when documents are posted.
In all cases, a note setting out the calculation of whether a document charge is payable or not and, if payable, showing the calculations relating to each form of the offer should accompany the offer document (and payment where applicable) sent to the Panel. If the offer is revised, a similar note should be sent to the Panel with the revised offer document and any necessary further payment.
VAT and other tax
Her Majesty’s Revenue and Customs (HMRC) has confirmed that, under the arrangements which currently apply, the activities of the Panel are outside the scope of Value Added Tax. Document charges are therefore not liable to VAT and these payments will be treated as disbursements for VAT purposes.
The Panel is advised that the tax treatment of the document charge should follow that of the costs of the offer.
PTM Levy
The PTM Levy is a charge levied on certain transactions in securities.
The current levy rate is:
- 100p per contract where the total consideration of the relevant trade is greater than £10,000 (or the equivalent in any other currency)
Exempt charges
The Panel carries out periodic reviews of all groups which, benefit from exempt status either in respect of their fund management or principal trading operations. The former are reviewed on a bi-annual basis and the latter on an annual basis.
The granting and continued regulation of exempt status is provided at a cost to the Panel and groups which benefit from exempt status are required to pay a charge of £5,000 per exempt entity at the time of review.