Takeover Panel Consultation And New Practice Statements

The Takeover Panel has published a consultation paper on dual class share structures, IPOs and share buybacks. The proposed amendments to the Takeover Code clarify how the mandatory offer requirements apply to a company with a dual class share structure when a shareholder's percentage of voting is increased as a consequence of a trigger event.

Comments on the consultation paper should be made by 26 September 2025. Any changes will come into effect in Q1 2026.

The Panel has also published two new Practice Statements on (i) profit forecasts, quantified financial benefits statements and investment research and (ii) unlisted share alternatives.

Background

A company with a dual class share structure ("DCSS") will normally grant a founder or other major shareholder (or a group of such persons) enhanced voting rights (usually through a class of 'special shares'/ 'Class B') so as to maintain control over key decisions including in the event of a change