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UK Takeover Panel confirms Takeover Code reforms on DCSS, IPO disclosures and share buybacks, including Rule 9 dispensations and DCSS offer acceptance tests, effective 4 February 2026

Published on: 03 December 2025

Published by a LexisNexis Corporate expert
Legal News
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Article summary

What is the background?

On 3 July 2025, the Code Committee issued consultation paper PCP 2025/1. It sought views on: a fresh framework for how the Code applies to companies with a dual class share structure (DCSS); new IPO disclosure obligations; and substantial revisions to the rules on share buybacks. The consultation period ended on 26 September 2025. For more detail on the proposals, see News Analysis: Takeover Panel proposes reforms to address dual class share structures, IPO disclosures and share buybacks.

What did the Code Committee decide?

The Panel received submissions from seven parties, spanning professional bodies, investors and academics. Respondents were firmly in favour of the package of reforms. Accordingly, the Panel approved the amendments from PCP 2025/1, while making limited drafting tweaks to the new Note 4 on Rule 16.1, the new Rule 37.1 (and the Notes thereon) and the new Rule 37.3, together with an extra change to Note 7 on Rule 26...

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