PRACTICE NOTES
UK Takeover Code: employee share plan treatment, Rule 15 proposals, co-operation agreements, SAYE/SIP, management incentivisation (Rule 16.2) and Rule 21 frustrating action on public takeovers
To many, the formal announcement of a bidder’s firm intention to make an offer for a company’s shares signals the start of a takeover. For those managing the target’s share plans, however, the starter’s pistol sounds weeks earlier, at the point of the initial approach to the target. The timeframe from that pre-announcement stage through to completion is overseen by the Takeover Code. From 3 February 2025, the Code will apply to offers for, broadly, any company listed or admitted to trading on a UK regulated market, a UK multilateral trading facility, or any stock exchange in the Channel Islands or Isle of Man (including a company that until recently had such a listing or admission) with its registered office in the UK, the Channel Islands or the Isle of Man. This amounts to a narrowing of the Code’s scope compared with its reach before that date and, for example, means UK public companies that have never been listed in the UK, the Channel Islands or the Isle of Man will no longer fall within the Takeover Code once a two-year transition period...
Share Incentives