CODEWORD

Introduction

Following recent transactions and discussions, the Panel has approved amendments to the following Guidance Notes:

• Costs Recovery;
• Independent Advisers; and
• Offer Documents and Variations.

The amendments have been made to reflect how the Panel has approached certain issues in transactions and provide clarifications of the Panel’s position.

The updated versions of the Guidance Notes listed above, along with comparison versions showing all changes, are available on the Panel’s website here. In addition, brief summaries of the changes to each of the amended Guidance Notes are set out below.

Revisions to the Panel’s Guidance Note on Costs Recovery

The Panel made its first expenses reimbursement determination in 2025 under the revised Takeovers Act 1993 provisions following a withdrawn partial takeover offer of Vital Limited by Empire Technology Limited.

Through this process, the Panel identified a number of areas where further clarification and guidance would be of assistance. The Panel has updated the Guidance Note on Costs Recovery to address a number of these points.

In summary, the principal updates:

• further emphasise the Panel’s expectations of parties’ conduct in terms of identifying costs which are in dispute and paying costs which are not in dispute;
• set out how the Panel will approach assertions of non-compliance with the Takeovers Code or other legislation in relation to reimbursement applications;
• clarify that properly incurred expenses do not extend to costs associated with negotiating settlement of a reimbursement dispute; and
• clarify the basis on which the Panel may apportion its fees.

Revisions to the Panel’s Guidance Note on Independent Advisers

The Guidance Note on Independent Advisors has been updated to clarify the Panel’s expectations regarding disclosure of forecast earnings figures and associated assumptions in independent adviser’s reports (IARs).

In summary, the principal updates clarify:

• what forecast earnings figures and associated assumptions should be disclosed in IARs;
• the independent adviser’s role in reviewing any forecasts and where sensitivity analysis may be appropriate; and
• clarify the Panel’s approach to discussions of valuation methodology during the appointment of an adviser.

Revisions to the Panel’s Guidance Note on Offer Documents and Variations

The changes to the Panel’s Guidance Note on Offer Documents and Variations are minor. They clarify how an extension of the offer period may lead to an extension of the condition date and therefore the date by which consideration must be sent.