U.K. – Takeover Panel Makes Amendments to Takeover Code

U.K. – Takeover Panel Makes Amendments to Takeover Code

On 5 May 2022, UK TO Panel issued various amendments to takeover code.

  • UK TO Panel published amendments to the takeover code publication of RS 2021/1, on Miscellaneous Code amendments, RS 2022/1 on Removal of restriction on anonymous order book dealings, as well as Instrument 2022/3, that dealt with Document Charges.
  • Various documents dated 5 May 2022, received 1 June 2022, and summarized on 2 June 2022.
  • Follows UK TO Panel February 2022 proposed removing dealing restrictions.
  • Also follows UK TO Panel December 2021 proposed some code amendments.

Miscellaneous Code Amendments

  • On 2 December 2021, the code committee published PCP 2021/1 on Miscellaneous Code amendments, for changes to Takeover Code, with consultation ending 18 February 2022.
  • The committee has published Response Statement RS 2021/1, with responses received from respondents and Instrument 2022/2, which makes adopted amendments to code.

Fees and Charges

  • UK Takeover Panel published Instrument 2022/3, which amends Documents Charges section of code to refer to Rule 9 waiver rather than whitewash to match Instrument 2022/2.
  • Also to explain the calculation of the value of an offer should include only shares in the offeree company already in issue, excluding all the shares already held by the offeror.


  • All three new instruments will take effect on 13 June 2022.