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On 4 April 2019, the Takeover Panel published amendments to the Takeover Code that will take effect on exit day (i.e., currently 31 October 2019).
Once the U.K. leaves the EU the Takeovers Directive will cease to apply in the U.K. The changes are, in the main, minor and technical in nature and are being made to ensure that the U.K.'s domestic takeover regime continues to operate effectively once the Takeovers Directive no longer applies.
The amendments include:
- removal of all references to the Takeover Directive, EEA companies and EEA supervisory authorities and replacing them (where necessary) with references that will work once the U.K. has left the EU;
- amendments to certain definitions (e.g., regulated market); and
- removal of the shared jurisdiction regime, i.e., the existing Code rules in respect of shared jurisdiction companies which either: (i) have their registered office in another EEA Member State and their securities admitted to trading in the U.K. (but not in the EEA Member State in which it is registered) or (ii) are U.K. registered companies with securities admitting to trading on a regulated market in an EEA Member State (but not in the U.K.), will no longer apply. Instead, the Code will apply to such U.K. registered companies if the Panel considers the company to have its place of central management and control in the U.K., the Channel Islands or the Isle of Man. If the company does not satisfy the residency test, the Code will not apply. If the company satisfies the residency test, the Code will apply in full. An offer for such a company may also be subject to the rules of the supervisory authority in the EEA Member State in which the company's securities are traded. This situation is known as "dual jurisdiction" and the Panel should be consulted at an early stage for guidance on how any conflicts between the relevant rules can be resolved.
Instrument 2019/3 is available here.
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