Fees and charges

The Panel derives its funding from three principal sources of income:

  • Document charges
  • PTM Levy
  • Exempt/recognised intermediary status charges

Any questions regarding the above should be directed to the Panel Executive.

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%
Over 5 to 10 8,500 0.17%
Over 10 to 25 14,000 0.14%
Over 25 to 50 27,500 0.11%
Over 50 to 100 50,000 0.10%
Over 100 to 250 75,000 0.08%
Over 250 to 500 100,000 0.04%
Over 500 to 1,000 125,000 0.03%
Over 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 24.11.

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
Over 5 to 10 5,000
Over 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

The Customs and Excise authorities have 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 Panel derives a large part of its income from a charge on certain trades in the securities of companies whose shareholders benefit from the protections afforded by the Code (the “PTM Levy”).

The PTM Levy is payable on trades in securities of companies which are incorporated in the United Kingdom, the Channel Islands or the Isle of Man and whose shares are admitted to trading on a UK regulated market or multilateral trading facility.  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).

The PTM Levy is payable on trades in:

  • equity share capital, whether voting or non-voting – for these purposes, equity share capital is share capital that has an unlimited right to participate in the profits of the company;
  • securities convertible into equity share capital;
  • transferable securities that give the holder the right to subscribe for equity share capital, including warrants, provisional allotment letters and nil paid rights; and
  • American Depository Receipts and Global Depository Receipts in respect of any of the securities described above.

The PTM Levy is not payable on trades in:

  • covered warrants;
  • debentures and other debt securities;
  • preference shares;
  • Permanent Interest Bearing Securities;
  • contracts for differences and total return swaps;
  • spread bets; or
  • option contracts;

unless they are securities which are convertible into, or which will give the holder the right to subscribe for, equity share capital.  However, the exercise of an option contract would be a trade on which the PTM Levy is payable.

The PTM Levy is not payable on trades in securities of open-ended investment companies (as defined in Article 1(2) of the Directive on Takeover Bids (2004/25/EC)), including exchange traded funds.

The PTM Levy is payable on both purchases and sales.  It is payable by the purchaser and the seller of the securities and is collected by the intermediary that undertakes the trade.

The PTM Levy is not payable on trades between members of regulated markets or multilateral trading facilities when they trade as principals between themselves.

Where more than one security is included in the same trade, the PTM Levy is charged as if there has been a separate trade in each security.

Where orders from different clients are combined into one trade, the PTM Levy is charged as if there has been a separate trade for each client.

The PTM Levy is not payable on placings of new securities or on securities borrowing or lending transactions.

Exempt status 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.

Recognised intermediary status charge

The Panel carries out annual reviews of all groups which benefit from recognised intermediary status.

The granting and continued regulation of recognised intermediary status is provided at a cost to the Panel and groups which benefit from recognised intermediary status are required to pay a charge of £5,000 for each group entity which benefits from RI status, payable at the time of the annual review.

 

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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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