The Takeover Panel is an independent body whose main functions are to issue and administer the Takeover Code and to supervise and regulate takeovers and other matters to which the Code applies in accordance with the rules set out in the Code. The Panel’s statutory functions are set out in and under Chapter 1 of Part 28 of the Companies Act 2006. The rules set out in the Code also have a statutory basis in relation to the Isle of Man, Jersey and Guernsey.
The Code is designed principally to ensure that shareholders in an offeree company are treated fairly and are not denied an opportunity to decide on the merits of a takeover and that shareholders in the offeree company of the same class are afforded equivalent treatment by an offeror. The Code also provides an orderly framework within which takeovers are conducted. In addition, it is designed to promote, in conjunction with other regulatory regimes, the integrity of the financial markets.
The Code is not concerned with the financial or commercial advantages or disadvantages of a takeover. These are matters for the offeree company and its shareholders. In addition, it is not the purpose of the Code either to facilitate or to impede takeovers. The Code is also not concerned with wider questions of public interest, including competition policy and national security, which are the responsibility of government and other bodies.
The scope of the Panel’s jurisdiction is set out in section 3 of the Introduction to the Code. The Panel regulates takeover bids and merger transactions (however effected) of certain companies which have their registered offices in the UK, the Channel Islands or the Isle of Man. See Companies to which the Takeover Code applies for more information, including details of the amendments to the Code that will be introduced from 3 February 2025.
The Panel does not regulate takeover bids and merger transactions of companies that are registered in any jurisdiction other than the UK, the Channel Islands or the Isle of Man.
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