The UK Takeover Panel has announced that it intends to publish "Panel Bulletins". These will sit alongside the Practice Statements published by the Panel. Bulletins will be published from time to time rather than to a fixed schedule.
What is the Panel trying to achieve? The Panel Executive notes that these bulletins "are intended to remind practitioners and market participants of the operation of specific provisions in the light of issues of which the Executive becomes aware."
Will the bulletins introduce any changes to the Takeover Code? No. The Panel has confirmed that these bulletins will not implement any changes to the interpretation or application of the Takeover Code.
Have any Panel Bulletins already been published? Yes. On 11 October 2021, the Panel Executive released Panel Bulletin 1 (Requirements in relation to meetings and telephone calls with shareholders and others) and Panel Bulletin 2 (Management buy-outs or similar transactions).
Where can I find the bulletins? These are available on the Panel Bulletins page of the Panel's website under the Statements tab. See https://www.thetakeoverpanel.org.uk/statements/panel-bulletins
Panel reminders regarding meetings and telephone calls with shareholders and others
In Panel Bulletin 1:
- Parties to offers are reminded of the importance of ensuring equality of information to offeree company shareholders during the course of an offer.
- Financial advisers and corporate brokers are reminded that they are responsible for ensuring that no material new information or significant new opinions are provided in meetings or calls with shareholders. In addition, the Executive notes that financial advisers have a particular responsibility for ensuring that their clients are appropriately briefed about the requirements of the Code.
If there is any doubt about the applicability of these requirements in any particular situation, the Panel Executive should, of course, be consulted.
This topic has been chosen for the first bulletin as the Panel Executive has become aware of a small number of cases recently where meetings or calls took place between the management of a party to an offer with offeror or offeree company shareholders without arrangements having been put in place for the meetings or calls to be attended by an appropriate adviser or where confirmations have been given without due care and consideration.
Panel Bulletin 2 contains a simple reminder to financial advisers. They are reminded of the importance of consulting the Panel Executive at an early stage in any situation where a transaction could be regarded as a management buy-out or similar transaction in order to agree the application of the relevant rules of the Takeover Code.
The publication of Panel Bulletins will be a helpful step for market participants and a useful informal regulatory tool for the Panel.
If you would like to discuss the new Panel Bulletins please contact Nick Graves or Rupert Weston.