Independent adviser’s report may not be required for no-objection statements from the Panel

Published 1 March 2015

The Panel has made some changes to the Guidance Note on schemes of arrangement and amalgamations under Part 15 of the Companies Act 1993, to make it clear that the Panel can tailor its response to applications for no-objection statements under section 236A of the Companies Act on a case-by-case basis.

The Guidance Note previously indicated that a no-objection statement would be given only for scheme proposals that are accompanied by an independent adviser’s report on the merits of the transaction. However, the amended Guidance Note clarifies that the Panel may waive this requirement in some circumstances. For example, a scheme to return capital to shareholders may exclude a class of shares with a tiny percentage of the company’s total voting rights, and this may “affect the voting rights” of the Code company in a very minimal way. In such cases the Panel may consider the effect to be so small that it would not require an independent adviser’s report as a pre-requisite to providing a no-objection statement.

The Panel encourages scheme promoters to liaise with the Panel executive at the earliest opportunity to discuss proposals on a confidential basis.