UK Public M&A Monthly Activity Update: January 2024

Firm Offers breakdown this month:

Year to date breakdown:

January 2024 Updates:

Panel Bulletin 6 – Rule 20.1 and representative directors

On 15 January, the Takeover Panel published a new Panel Bulletin 6 on Rule 20.1 of the Takeover Code (Equality of Information to Shareholders) where a target has shareholder-appointed directors.

Panel Bulletins contain guidance to remind people how specific provisions of the Takeover Code operate and indicate areas where people have got things wrong.

This Bulletin discusses the application of Rule 20.1 where a director of the target (a “representative director”) has been appointed by a shareholder in the target and:

• the target provides information to the representative director; and
• the representative director (or the target itself) provides information to the appointing shareholder.

The Panel says that in this situation:

• advisers should draw the potential application of Rule 20.1 to the attention of the target board and the representative director as soon as possible, including where information is shared in the ordinary course of business in accordance with established practice;
• in any event, its application should be considered before any information relating to an offer or the target is provided by a representative director (or the target) to an appointing shareholder; and
• advisers should consult the Panel Executive about the application of the Rule where information about an offer or the target is provided to a representative director, including whether it may be appropriate for the Executive to grant a derogation from it.

January 2024 Insights:

Useful links

• Herbert Smith Freehills Takeovers Portal.
• Herbert Smith Freehills Public M&A Podcast Series.
• The Takeover Code.
• The Takeover Panel’s Disclosure Table (detailing offeree companies and offerors currently in an offer period).