This website will offer limited functionality in this browser. We only support the recent versions of major browsers like Chrome, Firefox, Safari, and Edge.

Search the website

The Takeover Panel 2024 / 2025 Annual Report and Accounts are published

Picture of Charlotte Hamilton
Passle image

On 21 July 2025 The Takeover Panel issued Practice Statement 2025/10 to announce the publication of its Annual Report and Accounts for the year ended 31 March 2025.

The Report provides a detailed overview of the Panel’s activities in 2024/2025 and gives insight into the activity in the UK public markets during that time. For example:

  • 57 firm offers were made, slightly down from 61 in 2023/2024;
  • 12 of those firm offers were over £1bn;
  • 10 of those larger transactions were announced in the first 6 months showing a significant drop in deal activity as the year progressed; and
  • approximately a third of the offers were made by private equity and similar investors, with the balance being made by corporates, split reasonably evenly between UK and international bidders.

Particular highlights for the Panel include:

  • the establishment of a Risk Committee following an internal governance review; and
  • the publication of PCP 2024/1 in April 2024, which resulted in narrowing the scope of companies to which the Code applies to companies which are registered and quoted (or were recently quoted) in the UK, the Channel Islands or the Isle of Man. This took effect from 3 February 2025 and there is a two transitional period in place until 2 February 2027.

The Report also notes recent consultation updates such as PCP 2025/1 which suggests Code amendments in relation to dual class share structures, IPOs and share buybacks.

The Executive has recently published:

An unlisted share alternative as a form of consideration is a common feature of Private Equity backed offers and needs careful structuring to avoid breaching the equality of shareholder treatment principles enshrined in the Code (including Rule 16).  Burges Salmon recently acted for the senior management team on the recommended takeover of Loungers plc by Fortress.  Practice Statement 36 helpfully clarifies how the Executive would typically view certain terms, restrictions and limitations included in an unlisted share alternative (such as the use of minimum and maximum acceptance thresholds).

If you would like to discuss this update, please speak to your usual Burges Salmon contact, Nick Graves (Head of the Corporate Department),  AJ Venter (Partner, Corporate and M&A) or Charlotte Hamilton (Senior Associate, Corporate and M&A).