On 9 July 2026, the UK Takeover Panel (Panel) published consultation paper PCP 2026/1, setting out a number of proposed miscellaneous amendments to the Takeover Code (Code). These changes are intended to clarify and simplify existing provisions, codify the established practice of the Panel Executive and support the Code’s clear and effective operation.

Nonetheless, these amendments will have practical significance for bidders, listed companies and private capital investors, as well as for institutional and activist shareholders and advisers. The Code Committee of the Panel has invited responses by 2 October 2026. This note summarises the key proposals and their practical consequences for market participants.

Acting in Concert: Standstill and Voting Agreements (Note 5 on the Definition of “Acting in Concert”)

The Panel proposes to amend Note 5 on the definition of “acting in concert” so that it applies only to an agreement between a person interested in shares and a company (and/or its directors) that restricts that person from reducing the number of shares in which it is interested. That is a narrower target than the broad range of “standstill” agreements currently caught. The change refocuses the Note on the primary concern it seeks to guard against: a “defensive” concert party among a shareholder and directors that preserves the company’s status quo.

An agreement that restricts a shareholder from reducing the number of shares in which it is interested will normally lead the Panel to consider the parties as acting in concert, unless the shareholder remains free to accept, or to agree to accept, an offer for the company’s shares (whether or not recommended by the board).

Separately, an agreement requiring a person to vote its shares in accordance with the board’s recommendation on any resolution to appoint or remove directors will also normally lead the Panel to consider the parties as acting in concert. Conversely, an agreement that merely prevents a person from voting in favour of resolutions opposed by the directors, or against resolutions supported by them, will not normally do so.

Practical implications: While the changes essentially codify the Panel’s long-standing practice, parties and advisers negotiating relationship agreements, investment agreements and lock-ups (including at the time of an initial public offering (IPO)) should review reduction-restriction covenants and board-recommendation voting undertakings closely, as these are the features most likely to give rise to a presumption of concertedness.

Reverse Takeovers and Equality of Information (Rule 21.3)

Under the proposals, the definition of “reverse takeover” would apply to any acquisition by a company subject to the Code for which it might, as a result, need to increase its voting equity share capital by more than 100%. This extends the concept beyond transactions between two Code companies to acquisitions of a non-Code company, business or assets.

The Panel also proposes to extend the equality of information principle in Rule 21.3—currently applied where an offeree company pursues competing asset transactions as an alternative to a possible offer—to reverse takeovers, other than a reverse takeover that is itself an offer, or one subject to a Rule 9 waiver, which are already covered. Consequently, where an offeree company pursues either the sale of all or substantially all of its assets or a reverse takeover as an alternative to an offer, it must share information given to the counterparty with an offeror or bona fide potential offeror.

Practical implications: Targets pursuing a large defensive or alternative acquisition should be prepared for widened information-sharing obligations towards a competing bidder. The Panel acknowledges this may generate an additional disclosure burden but considers it limited and justified by greater equality of information, and does not expect it to make a Code company less competitive in an acquisition process.

New “UK Primary MTF” Definition (Rule 24.3(a) and Rule 28.5(b))

The Panel proposes to replace the outdated definition of “UK multilateral trading facility” with a new definition of “UK primary MTF” (defined by reference to regulation 8 of The Public Offers and Admissions to Trading Regulations 2024).

Practical implications: This is a technical update that is not expected to impose new burdens, though advisers should refresh precedents and checklists to reflect the new terminology.

Extending a “Put Up or Shut Up” Deadline (Rule 2.6(c))

The Panel proposes to streamline the drafting of Rule 2.6(c). In practice, it will normally consent to an extension of a potential offeror’s 28-day “put up or shut up” (PUSU) deadline at the request of the offeree company board. The proposed changes delete the list of wider factors the Panel may take into account when granting that consent, together with the requirement for the offeree company board to comment on those factors in the extension announcement.

Practical implications: The proposal codifies existing practice and is not expected to have any practical implications.

Streamlining the Mandatory Offer Notes (Notes on Rule 9.1)

The Panel proposes a range of clarifying updates to the 18 Notes on Rule 9.1, which underpin when a mandatory offer is required, so that several are simplified, shortened, reorganised or deleted. Among other changes, certain guidance on collective shareholder action would move from Note 2 on Rule 9.1 into Practice Statement 26 on shareholder activism. This includes the “board control-seeking” factors, together with confirmation that discussions between shareholders about their views on an offer will not, of itself, lead the Panel to conclude that a concert party has come together. The amendments would also codify the Panel’s practice that a Rule 9 waiver may, in certain circumstances, be sought on the exercise or conversion of convertible securities, warrants or options—even if a waiver was not (or could not be) sought when they were issued (although a waiver is ordinarily sought at the time of issue).

Practical implications: The substance of the mandatory offer regime is largely unchanged; the reforms are primarily about clarity and usability. Institutional and activist shareholders, in particular, will benefit from the consolidated guidance in Practice Statement 26.

“Fair and Reasonable” Opinions on Special Deals and Management Incentivisation (Rule 16)

It is proposed that where an independent adviser must opine that the terms of a special deal with favourable conditions (Note 2 on Rule 16.1) or of management incentivisation arrangements (Rule 16.2) are “fair and reasonable,” the adviser will now be required to state that the terms are fair and reasonable “so far as shareholders are concerned.”

Practical implications: This aligns with the Panel’s current practice. While it is not expected to change the substantive framework, advisers should ensure opinion letters adopt the prescribed formulation.

End of Restrictions on Frustrating Action After Unequivocal Rejection of an Approach (Rule 21.1)

Where a potential offeror has not been publicly identified during an offer period, the Panel proposes to clarify when the restrictions on “frustrating action” fall away. They will lapse at 5.00 pm on the seventh day following the date on which the offeror’s latest approach is unequivocally rejected by the offeree company board. This mirrors the position that would apply before an offer period begins.

Practical implications: This clarifies when the restrictions fall away in respect of an unidentified possible offeror, consistent with the principle that companies should not be hindered in the conduct of their affairs for longer than is reasonable.

Investment Research and Forecasts on Websites (Rule 28.7)

The Panel proposes two changes to the rules governing the publication of investment analysts’ forecasts on websites (Rule 28.7). First, it would remove the requirement for an offeree company or securities exchange offeror to take down connected analysts’ profit forecasts from its website at the start of an offer period. Secondly, it would require disclosure of a connecting relationship where a consensus forecast includes a forecast by a connected firm.

Practical implications: Together these changes should increase the forecast information available to the market during an offer period and reduce the compliance burden on offeree companies, subject to the new obligation to disclose connected firms.

Restrictions on Significant Asset Transactions Following Offers (Rule 35.1)

The Panel proposes to amend Note 1(a) on Rule 35.1 to align it with the position following a Rule 2.8 “no intention to bid” statement. Where a former offeror made an unqualified no increase statement or acceleration statement, the Panel will not normally consent to it purchasing significant assets from the offeree company (or taking other asset-transaction restricted actions under Rule 35.1(f)) in the three months after its offer is withdrawn or lapsed.

Practical implications: A bidder that makes an unqualified no increase or acceleration statement should be aware that it may forgo the flexibility to acquire significant offeree company assets for a period after a failed bid. To preserve that flexibility, it should consider reserving the right to set aside such statements with the offeree company board’s agreement.

Next Steps

The proposals largely codify existing Panel practice and improve the clarity and usability of the Code rather than reshaping its substance. Even so, the changes to concert party analysis, reverse takeover information-sharing, and post-lapse asset transactions warrant close attention when structuring transactions and negotiating shareholder arrangements.

The Code Committee of the Panel has invited responses by 2 October 2026, after which the Panel is expected to publish a response statement explaining the changes to be made.