Public M&A Update: Takeover Panel Bulletin on Rule 20.1 (Equality of Information) and Representative Directors (January 2024)

Rule 20.1 of the Takeover Code requires information and opinions relating to an offer (or a party to an offer) to be made equally available to all target company shareholders.  The Panel published Panel Bulletin 6 on 15 January 2024 highlighting the need to consider the application of Rule 20.1 where a target director (a “Representative Director”) has been appointed by a target shareholder (the “Appointing Shareholder”) and such Representative Director is provided with information by the target company who in turn provides that information to their Appointing Shareholder.

The Bulletin sets out the Panel's recommendation that advisers should make the target board and any Representative Director aware of the potential application of Rule 20.1 at the earliest possible opportunity.  This should be done even where the information is shared in the ordinary course in accordance with established practice. 

The Panel further recommends that:

• the application of Rule 20.1 should be considered before a Representative Director provides any relevant information to an Appointing Shareholder; and
• the target company advisers should consult the Panel to discuss the application of Rule 20.1 to information provided to any Representative Directors (including as to whether it may be appropriate for the Panel to consent to a derogation from the requirements of Rule 20.1).