On 14 July 2015, the Code Committee of the Takeover Panel published PCP 2015/2 proposing a new definition of voting rights in the Takeover Code. The consultation paper also includes consequential amendments to the Note on Rule 9.7 and Rule 11 of the Takeover Code.
Under the new definition, voting rights will include all voting rights relating to the target's share capital which are currently exercisable at a general meeting. Additionally, shares subject to a restriction on the exercise of voting rights or a suspension of such rights will still be considered as having voting rights. Treasury shares are, however, expressly excluded from the new definition.
The Code Committee believes that this new definition brings important benefits, since in addition to codifying existing practice in relation to the treatment of shares subject to a restriction on voting rights, it will remove the possibility for a company to issue suspended voting shares as a way to avoid the application of Rule 9 of the Takeover Code.
Responses to the consultation were received until 11 September 2015.
The consultation paper is available here:
http://www.thetakeoverpanel.org.uk/wp-content/uploads/2008/11/PCP201502.pdf
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