UK Takeover Panel issues new guidance on Representative Director appointments

Summary of the key takeaways from Takeover Panel Bulletin on Rule 20.1 (Equality of Information) and Representative Directors (January 2024).

The Takeover Panel published Panel Bulletin 6 on 15 January 2024 on Rule 20.1 and representative directors.

The bulletin highlights that in the context of an offer (or possible offer), it is necessary to consider the application of Rule 20.1 where an offeree director (Representative Director) has been appointed by (or otherwise represents the interests of) a shareholder in the offeree (Appointing Shareholder), and:

(a) Information is provided to the Representative Director; and

(b) Such Representative Director then provides this information to the Appointing Shareholder (or any person within such Appointing Shareholders' organisation).   

Rule 20.1 of the Code requires equality of information to shareholders and persons with information rights.

Where an offeree company has a Representative Director, the Panel recommends the following:

• That advisers should make the offeree company (and the Representative Director) aware of the potential implications of Rule 20.1 at the earliest possible opportunity (including where information is shared in the ordinary course in accordance with established practice);
   
• That the application of Rule 20.1 should be considered before any information relating to an offer or the offeree company is provided by a Representative Director to an Appointing Shareholder; and
   
• That advisers to the offeree company should consult the Panel to discuss the application of Rule 20.1 to information provided to a Representative Director (including whether the Panel may be minded to grant a derogation from the requirements of Rule 20.1).

This article was authored by Oliver Perkins, Corporate Associate at Fieldfisher.