Changes to the Takeover Code mean that trustees of defined-benefit pension schemes will have more involvement where listed companies are being acquired

The City Code on Takeovers and Mergers has been amended by the Takeover Panel to take account of the growing importance of defined-benefit pension schemes in a takeover situation. This will mean that, on the proposed takeover of a listed company with a pension scheme under which at least some benefits are defined benefit, the trustees must be given access to the same documents as those provided to employee representatives. These include: the announcement that commences the offer period; the offer document; the announcement of a firm intention to make an offer; any revised offer document; and the target board circular in response to any revised offer document.

Any opinion by the trustees on the effects of the offer on the pension scheme received by the target board must be announced, either by appending it to its circular on the offer or by announcement and publication on a website. It may be costly for the trustees to take this option, but trustees could certainly attack an unwelcome offer in this way…

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