On 15 December 2025, UK TO Panel issued instrument and minor amendments.
- UK TO Panel issued minor amendments to Takeover Code, with instrument 2025/2.
- Changes do not materially alter effect of provisions so no consultation was needed.
Amendments
- Rule 2.9 of the Code requires the offeree company, an offeror, and any publicly identified potential offeror to announce details of all classes of its relevant securities, as well as the number of each relevant securities in issue.
- Following UK FCA's recent expansion of requirement for filing of legal entity identifiers (LEIs), and to facilitate inclusion of entity's LEI on Panel disclosure table, instrument updates Rule 2.9 to require each party to offer to include LEI on any announcement.
- Also, Code definitions section provides that references to FCA Handbook include references to Listing Rules, the Disclosure Guidance and Transparency Rules and the Prospectus Regulation Rules, or any of them as the context may require.
- FCA will replace Prospectus Regulation Rules sourcebook from 19 January 2026.
- Takeover code definition of FCA Handbook is updated to refer to the Financial Conduct Authority’s Handbook of rules and guidance, rather than referring to specific sections.
Effectiveness
- These amendments are effective from 4 February 2026.
