Application of the UK Takeover Code — avoiding the widening net

With effect from 30 September 2013, the Takeover Code will widen the categories of companies it regulates by partially removing the residency test for companies that have their registered offices in the UK, the Channel Islands or the Isle of Man.

These changes will have important consequences for AIM-listed companies incorporated in the UK, the Channel Islands or the Isle of Man.

Under the current regime, companies incorporated in the UK, the Channel Islands or the Isle of Man need to have their place of central management or control in the UK, the Channel Islands or the Isle of Man (the so-called ‘residency test’) in order to be subject to the Takeover Code. Historically, this residency test has caused a degree of uncertainty since a company may fall outside the Takeover Code if its directors relocate and it can be very difficult for an outside party (e.g. a possible offeror or investor) to determine whether such a company is subject to the Takeover Code…

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