This notice, which comes into force on 8 November 2021, amends the Takeovers Code (Voting Agreements for Schemes of Arrangement) Exemption Notice 2020. That notice exempts a person from rule 6(1) of the Takeovers Code (the Code) in respect of any increase in the person’s voting control in a code company that results from a voting agreement. A voting agreement creates voting commitments relating to a scheme of arrangement.

The amendment in this notice clarifies that the scheme of arrangement must be proposed under an existing scheme implementation agreement (that is, it is not a potential or hypothetical scheme).

The Takeovers Panel considers it appropriate to amend the principal notice, and considers the amendment to be consistent with the objectives of the Code, because—

• the amendment clarifies how the exemption was intended to operate and does not change the substance of the exemption; and

• requiring the exemption to apply only to schemes proposed under existing scheme implementation agreements strikes the appropriate balance between ensuring that shareholders in a takeover are treated fairly and encouraging competition for the control of code companies.