The UK’s Takeover Panel recently published its 2015-16 annual report. M&A activities in the period under review were similar to those seen in the preceding year according to the report. The report contains information about the work of the Panel during the year, including retrospective disclosure in relation to two letters of private censure and 26 guidance letters. Fifty-nine so-called “Whitewash Dispensations” were granted relieving parties from the obligation to make a mandatory offer under Rule 9 of the Takeover Code following an issue of new shares.
The Panel is an independent body whose main functions are to issue and administer the City Code on Takeovers and Mergers (the “Code”). Although the Panel was established as a non-statutory body in 1968, in 2006, the Panel was designated as the supervisory authority to carry out certain regulatory functions in relation to takeovers following the enactment of the European Directive on Takeover Bids (2004/25/EC).
The current chairman of the Panel is the barrister Sir Gordon Langley,who most notably sat as a judge in the case of the claims by Equitable Life against its former auditors and directors. Other investor participants involved in the work of the Panlel include Helena Morrissey of Newton and Chair of the IA, Trelawny Williams of Fidelity, and Martin Mannion of John Lewis Pension Trustees appointed by the PLSA. In 2015 the Quoted Companies was admitted to the Panel in recognition of the fact that the majority of offers regulated by the Panel have been for companies with a market capitalisation of below £50 million, and such companies have accounted for an even greater proportion of “whitewashes” overseen by the Panel.