• UK TO Panel published Instrument 2024/2 which makes minor amendments to the Takeover Code on fees and charges, as well as a notice on the UK PLSA role change.

Fees and Charges

• The Document Charges Section of the Code will be deleted and section 13 of the Introduction to the Code will be amended so as to require document charges to be payable by persons and in circumstances set out on Fees and charges website page.
• UK TO Panel has revised the document charges which are payable in accordance with section 13 of the Introduction to the Code and the new document charges will be payable on offer documents and Rule 9 waiver circular published on/after 1 June 2024.
• Charges payable on offer documents were reduced by about 25% in August 2021, since when, lower levels of market activity reduced its revenue while costs have increased.
• UK TO Panel has therefore resolved to restore charges payable on offer documents to the level obtaining before Aug. 2021, in order to redress the subsequent imbalance.
• It has also reviewed the scale of charges payable on Rule 9 waiver circulars, which are currently equal to offer document charges for offers up to £25 million, with further cap.
• It considers this should be changed so smaller Rule 9 waiver transactions are charged less than a corresponding offer and charges for larger Rule 9 waiver transactions.
• Accordingly, the UK TO Panel has resolved to introduce a new top band for all Rule 9 waiver circulars where the offer would be over £250 million and to re-set the scale.
• The charges for exempt principal trader (EPT), exempt fund manager (EFM) and for recognized intermediary (RI) status, which were all last revised during May 2015.
• These will be increased from £6,000 to £7,500 per entity, applicable from 1 July 1 2024.
• In addition, EPT, EFM and RI charges will be payable at the time an application for the relevant status is approved, rather than time when relevant status is first reviewed.

UK PLSA Role Change

• Under paragraph (iv) of section 4(a) of the Introduction to the Takeover Code, the UK PLSA is one of the nominating bodies which appoints a member of the Takeover Panel.
• However, the UK PLSA has now requested that it ceases to be such a nominating body.
• UK TO Panel published Instrument 2024/1, which amends section 4(a) of Introduction to the Code, with effect from April 2024, so as to remove all the references to UK PLSA.

Effectiveness

• Both sets of amendments to the Takeover Code apply with effect from 30 April 2024.