• UK Takeover Panel published public consultation paper (PCP 2025/9) on dual class share structures, initial public offerings (IPOs) and share buybacks.
• These proposed changes follow the FCA's changes to the Listing Rules in 2024.

Summary of Proposed Changes on DCSS

• Takeover Code to apply to a dual class share structure (DCSS), i.e. where companies have a second class of shares with enhanced voting rights or control.
• Primarily to apply where those shares rights are extinguished or converted to ordinary shares on occurrence of a particular trigger event, such as retirement or sunset clause.
• New provisions to clarify the mandatory offer requirement to a DCSS where a shareholder's percentage of voting rights increase as a result of trigger event.
• New provisions to make acceptance condition to contractual offer subject to two tests.
• Tests to take into account the voting rights position immediately before, and immediately after, special shares are converted or extinguished.
• Minor changes to other rules, including Panel to be consulted to ensure shareholders are protected against an offeror offering a special deal with favourable conditions.

Additional proposals on IPOs and buybacks

• New provisions to require disclosures under the Code and controlling shareholders (and concert parties) on an IPO, and to consult Panel for guidance on that disclosure.
• Codification of the ability of the Panel to grant dispensation by disclosure in accordance with the Panel Executive’s existing practice.
• Amendments to make rules on buybacks clearer and more concise, and amendments to the provisions on disqualifying transactions to remove restrictions on a company carrying out a share buyback under an annual shareholder authority.

Next Steps

• Consultation closes on 26 September 2025.