The Panel derives its funding from three principal sources of income:
Any questions regarding the above should be directed to the Panel Executive.
Document charges are payable on:
Charges are payable on offer documents when published. 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 £5 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|
|Charge as a maximum %
of the value of the offer
|5 to 10||5,500||0.11%|
|Over 10 to 25||10,000||0.10%|
|Over 25 to 50||20,000||0.08%|
|Over 50 to 100||37,500||0.075%|
|Over 100 to 250||55,000||0.055%|
|Over 250 to 500||75,000||0.03%|
|Over 500 to 1,000||95,000||0.019%|
|Over 1,000 to 2,500||130,000||0.013%|
|Over 2,500 to 5,000||187,500||0.0075%|
|Over 5,000 to 10,000||260,000||0.0052%|
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.
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.
The document charge does not apply to tender offers under Appendix 5 of the Code.
Rule 9 waiver circulars
A document charge is payable on all Rule 9 waiver circulars when, if a mandatory offer would be necessary but for the waiver, its value would be £5 million or more. The Panel should be consulted in cases of Rule 9 waivers involving underwriting commitments or the issue of convertible securities.
The scale of charges is set out below:
|Value of the offer £ million||Charge £|
|5 to 10||5,000|
|Over 10 to 25||10,000|
|Over 25 to 50||15,000|
|Over 50 to 100||20,000|
If the Panel agrees to waive the requirement for a general offer under Rule 9 in accordance with Note 5(c) of the Notes on Dispensations from Rule 9, a charge will be payable and will be calculated on the same basis as if a Rule 9 waiver circular had been published.
A fixed charge of £2,500 is payable where a waiver previously obtained under Rule 37 is renewed at the same time as a company renews an authority for the purchase of its own shares.
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 Rule 9 waiver circular 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 fund manager or exempt principal trader status. Exempt fund managers are reviewed every two years and exempt principal traders are reviewed annually.
A charge of £6,000 for each exempt entity is payable at the time of review. No charge is payable in relation to special or ad hoc exempt status.
Recognised intermediary status charge
The Panel carries out annual reviews of all groups which benefit from recognised intermediary status.
A charge of £6,000 for each entity which benefits from recognised intermediary status is payable at the time of review.