Takeover Panel Finalises Rules On DCSS, IPOs And Share Buybacks

Summary

Following consultation earlier this year, the Takeover Panel has published a response statement adopting amendments to the Takeover Code concerning dual class share structures (DCSS), IPOs, and share buybacks.

The amendments take effect on 4 February 2026 and will apply to all companies and transactions, including those straddling the implementation date, except where to do so would give the amendments retroactive effect.

The Changes

A company with a dual class share structure ("DCSS") typically has, alongside voting ordinary shares, a class of shares (eg. Class B or special shares) with enhanced voting rights to maintain control over key decisions. The new framework is focused primarily on structures in which the enhanced voting shares carry multiple votes per share from issue and are extinguished or convert into ordinary shares on specified trigger events (for example, a time sunset, transfer of the enhanced voting shares, or the resignation,