The code is issued by the “Panel” and operated principally to ensure fair and equal treatment of all shareholders in relation to take-overs, and also to provide an orderly framework within which take-overs are conducted.

The Code itself and the de facto authority of the “Panel“ are recognised by the Courts with the “Panel” being subject to judicial review as if it were a public body.

The Code applies to offers for all listed and unlisted public companies (and where appropriate statutory and chartered companies) considered by the “Panel” to be resident in the United Kingdom, the Channel Islands or the Isle of Man.It also applies to offers for private companies considered to be so resident but only when:

• Their equity share capital has been admitted to the “Official List” of the “UKLA” at any time during the 10 years prior to the relevant date; or
• Dealings and/or prices at which persons were willing to deal in their equity share capital have been published on a regular basis for a continuous period of at least six months in the 10 years prior to the relevant date, whether via a newspaper, electronic price quotation system or otherwise; or
• Their equity share capital has been subject to a marketing arrangement as described in Section 163(2)(b) of the Companies Act 1985 or the successor provisions of the Companies Act 2006, Section 693(3)(b) at any time during the 10 years prior to the relevant date; or
• They have filed a prospectus for the equity share capital with the registrar of companies at any time during the 10 years prior to the relevant date.