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 as set out on this page. Where a firm offer is announced pursuant to Rule 2.7, but no offer document is published, one half of the document charge that would have been payable, calculated on the basis of the offer value at the time of the announcement of the firm offer or of any revised offer, is payable.

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 0.075%
Over 250 to 500 100,000 0.04%
Over 500 to 1,000 125,000 0.025%
Over 1,000 to 2,500 175,000 0.0175%
Over 2,500 to 5,000 250,000 0.01%
Over 5,000 350,000 0.007%

Valuation of offer for document charges

When calculating the value of the offer, only the currently issued share capital of the offeree company should be included (and not any shares “to be issued”). In addition, the value of any shares already held by the offeror and not being offered for should be excluded.

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 to 25 10,000
Over 25 to 50 15,000
Over 50 to 100 20,000
Over 100 25,000

When a company seeks the renewal of a waiver previously obtained under Rule 37 in connection with the renewal of the relevant shareholders’ authority under Chapter 4 of Part 18 of the Companies Act 2006 (and the value of the mandatory offer which would otherwise be required would be £1 million or more), a document charge of £2,500 will normally be payable.

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 published or, where a firm offer is announced but is withdrawn without an offer document being published, the date on which the offer is withdrawn.

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 be sent to the Panel, together with the payment (if applicable). 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.

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 maintenance 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 £6,000 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 maintenance 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 £6,000 for each group entity which benefits from RI status, payable at the time of the annual review.

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