A Guide to Takeovers in the United Kingdom - January 2025

This memorandum is a general guide to takeovers of UK incorporated and listed companies subject to The City Code on Takeovers and Mergers. It describes the UK bodies which regulate takeovers of such companies and summarises the more important legislation and rules under which they do so.

Topics covered in this memorandum include:

• relevant regulatory bodies, especially The Panel on Takeovers and Mergers
• the City Code, with summaries of key provisions
• other relevant legislation and rules, including legislation regarding prospectuses
• schemes of arrangement
• dealing and disclosure requirements
• important thresholds of shareholdings in takeovers
• summary offer timetables
• UK competition and national security and investment legislation
• EU competition and foreign subsidies rules
• brief summary of the basic jurisdictional tests and notification requirements of the national merger control regimes in some other EU and EFTA states