On 8 May 2009, the Takeover Panel published a consultation on the possible extension of the Takeover Code's disclosure regime to provide increased transparency during offer periods. The proposals include the following:

  • Opening position disclosure – requiring persons subject to the Code's disclosure regime (that is, persons who have a gross long interest of 1% or more in any class of the relevant securities of any party to the offer, other than a cash offeror) to disclose positions in relevant securities shortly after the commencement of an offer period and not only (as is currently the case) if they have dealt in the relevant securities during the offer period;
  • Extended "composite" disclosure – requiring persons subject to the Code's disclosure regime to disclose any dealings, interests and short positions in the relevant securities of all parties to the offer (other than a cash offeror); and
  • Removing the "associate" definition – deleting the definition of "associate" in the Code and changing references to that term within the Code to "persons acting in concert" due to the significant degree of overlap between these two concepts.

The consultation paper also sets out the Panel's reasons for not proposing specific disclosure obligations in relation to short positions or securities borrowing and lending. The consultation remains open for comment until 17 July 2009.

View the Takeover Panel's consultation paper on extending the Code's disclosure regime (139 page pdf).