Jurisdiction(s):
United Kingdom

UK share incentives: Takeover Code two-year post-delisting guidance; ESG incentive metrics; CSOP corporate events; HMRC SIP manual update; FCA PISCES deadline

Published on: 06 February 2025

Published by a LexisNexis Share Incentives expert

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Regulatory

Takeover Panel publishes note on cancellation of admission to trading

The Takeover Panel has issued a new note offering guidance to advisers on cancelling an admission to trading for companies within scope of the Takeover Code. It confirms that companies with registered offices in the UK, Channel Islands or Isle of Man, whose securities are admitted to specified markets, will continue to be subject to the Code (including rule 15, which addresses an offeror’s obligation to make an ‘appropriate offer’ to holders of share options and other ‘convertible securities’) for two years after cancellation, regardless of where central management and control sits, or whether they re-register as private companies.

The Panel encourages early engagement with the Panel Executive for any proposed cancellation, to ensure suitable shareholder disclosure on the Code’s ongoing application, and sets out a suggested process to follow, including notifying the Panel Executive of the intended cancellation. The Panel has also updated its note on re-registering public companies categorised as ‘transition companies’ as private companies. It clarifies that if such...

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