UK takeover code will apply to more companies

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From 30 September 2013, the Takeover Code will apply to more companies than it does at present. In last July’s public consultation paper (PCP 2012/3), the Code Committee of the Takeover Panel proposed extending the scope of the Code. Presently, the Code does not apply a residency test to companies which:

  • have their registered offices in the UK, Channel Islands or Isle of Man, and
  • have any securities admitted to trading on a UK regulated market (eg the main market of the LSE or the ISDX main board, but not AIM) or any stock exchange in the Channel Islands or the Isle of Man.

Any other company with its registered office in the UK, Channel Islands or Isle of Man is only subject to the Code if it is deemed by the Takeover Panel to have its place of central management and control in the UK, the Channel Islands or the Isle of Man (the so-called residency test). So, for example, a UK company with its shares admitted to trading on AIM whose place of central management and control is in Bermuda is currently not subject to the Code…

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