Public M&A – UK Takeover Panel consults on miscellaneous changes to the Takeover Code

The proposals cover a range of topics including when voting and share restriction agreements will mean parties are acting in concert and the application of the rules on reverse takeovers

The Takeover Panel has published a consultation paper (PCP 2026/1) on a range of miscellaneous amendments to the Takeover Code. The Panel says that the proposals are intended to clarify and simplify provisions, codify aspects of Panel Executive’s practice and update provisions so that the Code continues to operate clearly and effectively.

The areas on which the Panel is consulting include:

• when shareholders will be presumed to be acting in concert with directors if they enter into voting agreements or agreements restricting them from reducing their interests in shares;
• extending the definition of a reverse takeover under the Takeover Code to include any acquisition by a Code company where it may issue more than 100% of its share capital as consideration – it would no longer be confined to an acquisition of a Code company;
• no longer requiring a target to comment on the factors which the Panel takes into account in extending a put up or shut up (PUSU) deadline; and
• clarifying when the restrictions on frustrating action fall away after a target has unequivocally rejected an approach from an unidentified possible offeror.

The consultation closes on 2 October 2026. For more detail on the proposals, see our blog post here.