• The Code Committee of the UK TO Panel has now published a new public consultation paper, PCP 2024/1, which proposes a new jurisdictional framework which would narrow the scope of firms to which Takeover Code (the Code) applied, in a refocusing move.

Consultation Overview

• Under proposals, the Code will apply if, on or after the date on which amendments are implemented it has registered office in the UK, the Channel Islands or the Isle of Man.
• Also, that any of the firms’s securities are admitted to trade on UK regulated market, a UK multilateral trading facility, or stock exchange in Channel Islands or the Isle of Man.
• Or, if it was UK-listed at any time, during the three years prior to the relevant date.
• The Code would not therefore continue to apply to any company which has their own registered office outside of the UK, or the Channel Islands or outside the Isle of Man.
• In addition, the residency test, requiring companies to have place of central control in the UK, the Channel Islands or the Isle of Man, would be fully abolished for the future.
• Since its establishment, UK TO Panel’s primary focus has been to regulate takeovers of listed companies, but application of the Code has extended to some unlisted firms.
• In summary, the Code Committee had concluded it would be appropriate to reduce the regulatory burdens that the current Code requirements impose on certain companies.

Next Steps

• In accordance with the Procedures for Amending the Takeover Code, once the Code Committee has completed its consideration of the responses to the PCP, it will publish a Response Statement setting out the final text of the amendments to the Code.

Effectiveness

• All relevant comments should reach the Code Committee by Wednesday, 31 July 2024.