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United Kingdom

UK Takeover Panel PCP 2025/1 consults on Code reforms: DCSS mandatory offer and acceptance tests, IPO Rule 9 disclosures/waivers, and streamlined share buyback regime

Published on: 04 July 2025

Published by a LexisNexis Corporate expert
Legal News
Table of contents
  • What is the Panel proposing?
  • Dual class share structures
  • Initial public offerings (IPOs)
  • Share buybacks
  • Benefits
  • Practical implications
  • Timing
Article summary

What is the Panel proposing?

The measures outlined in consultation paper PCP 2025/1 aim to revise the Takeover Code (the Code) in three specific areas, as set out in that paper. Some principal elements of the suggested changes to these areas are summarised below, for reference and clarity within the consultation.

Dual class share structures

A company operating a dual class share structure (DCSS) has capital made up of a class of voting ordinary shares alongside a class of shares—i.e., ‘class B’ or ‘special’ shares—carrying superior voting power or control relative to the company’s ordinary shares...

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