In September 2025, there were four Rule 2.7 announcements made
across the UK public M&A market and seven further possible
offers announced.
Firm Offers announced this month:
Recommended cash offer by Harwood Private Equity LLP for
Frenkel Topping Group plc – £64 million –
unlisted securities alternative – public to private
Return of capital by Petershill Partners plc – treated as
an offer by Petershill Funds – £684.47 – public
to private
Cash offer by Bart Turtelboom for APQ Global Limited –
£1.31 million
Recommended cash offer by Exponent Private Equity LLP for
Treatt plc – £156.6 million – public to
private
Possible Offers announced this month:
Formal sale process announced by Aferian plc
Three possible offers by PCP International Finance Limited
(withdrawn), Dr. Roger Kennedy, Wing-fai Ng and Firehawk Holldings
Limited (withdrawn) and Earick Consortium for Tottenham Hotspur
Limited
Strategic review announced by Spire Healthcare Group plc
Possible cash offer by Private equity funds managed by Warburg
Pincus LLC for JTC plc
Strategic review announced by IQE plc
Firm Offers breakdown this month:
Year to date breakdown:
September 2025 Updates:
Takeover Panel Hearings Committee Chair rejects appeal
against Panel Executive ruling in relation to Third Point Investors
Limited
The chair of the Hearings Committee of the Takeover Panel has
rejected an appeal (PS 2025/15) against a ruling by the Panel
Executive which concluded that Third Point LLC was not required to
make a mandatory offer for Third Point Investors Limited (TPIL) in
light of a series of transactions which TPIL was undertaking.
TPIL was a Guernsey closed-ended investment company traded on
the London Stock Exchange. Its share capital comprises:
ordinary shares, which entitle the holders to one vote per
share and are listed on the Main Market of the London Stock
Exchange; and
redeemable B shares, which also carry one vote per share except
on “Listing Rule reserved matters” – that is where
the UK Listing Rules (UKLRs) stipulate that approval of the holders
of the listed shares (in this case, the ordinary shares) is
required. The B shares are not listed or traded on any stock
exchange or market.
The B shares have no economic rights and are held by VoteCo
– a Guernsey-based voting company which is mandated to
exercise the voting rights attaching to the B shares in the best
interests of TPIL and its shareholders as a whole. VoteCo’s
purpose is to ensure that TPIL retains foreign private issuer
status under US securities regulation.
Third Point is TPIL’s investment manager and, together with
its concert parties, held, prior to the transactions in question,
15% of the total voting rights, and 25% of the economic rights, of
TPIL.
TPIL announced it would be undertaking a series of transactions,
including the acquisition of a company Malibu Life Reinsurance, for
share consideration. Malibu was, prior to the transaction, owned by
Third Point affiliates and so Third Point’s stake in TPIL
increased as a result of the acquisition, and a separate share
redemption offer and subscription. Following completion of the
transactions, the Third Point concert party was expected to be
interested in ordinary shares comprising approximately 26.2% of the
total voting rights of TPIL and approximately 43.7% of the economic
rights of TPIL (due to the B share structure).
TPIL also announced it was redomiciling from Guernsey to the
Cayman Islands, with the migration taking place at least two
business days before completion of the acquisition of Malibu.
An investor group including Asset Value Investors made
submissions to the Panel Executive arguing that:
Third Point (and, in turn, the Third Point concert party) was
acquiring control of TPIL for the purposes of Rule 9 of the
Takeover Code as a consequence of the transactions – on the
basis that the B shares should not be considered voting securities
for the purposes of Rule 9 – and Third Point should therefore
be required to make a mandatory offer pursuant to Rule 9; and
whilst the transaction would complete following migration of
TPIL from Guernsey (where it was subject to the jurisdiction of the
Takeover Code) to the Cayman Islands (where the Takeover Code does
not apply), because at the time the transactions were proposed to
TPIL shareholders the Executive had jurisdiction in respect of
TPIL, the Takeover Panel should be able to require that a mandatory
offer be made, or that a waiver of the obligation to make a
mandatory offer pursuant to Rule 9 be sought.
The Panel Executive ruled that
no mandatory offer was required as there was no reason to treat
the B shares as not having voting rights, and so even after
completion of the proposals, the Third Point concert party would
not have acquired an interest in shares carrying 30% of the voting
rights in TPIL; and
even if that were not the case, the relevant time at which to
consider whether a particular transaction is one governed by the
Code is the point at which that transaction is carried out, and not
at some earlier point where it is simply being proposed. While TPIL
was a company to which the Code applied at the time it announced
the proposed transactions, a consequence of its migration was that
at the time of the acquisition, and so at the point at which the
Third Point concert party acquired the additional shares,
TPIL’s domicile and registered office was in the Cayman
Islands. TPIL would not then be a company to which the Code
applies.
The investor group sought to appeal the Panel Executive ruling
but the chair of the Hearings Committee concluded that the
Executive’s Ruling was plainly correct and that any appeal
against it lacked any reasonable prospect of success. He therefore
refused to convene the Hearings Committee to hear an appeal.
UK Public M&A Consolidated Update
Our consolidated public M&A update gives a brief overview of
developments in recent months in UK public M&A.
In it we discuss:
recent market activity, including the bidders driving the
increase in activity and competitive situations;
legal and regulatory developments, including two new Practice
Statements from the Takeover Panel and its consultation paper on
dual class share structures; and
our publications and resources, including our video series on
top tips for navigating public M&A in the UK and our latest
podcasts.
Please click here to see the full briefing.
September 2025 Insights:
September has seen activity that is fairly consistent with the
same period across the previous five years. Overall, the number of
firm offers match the number of firm offers seen in September 2024
and 2023. There has been a slight uptick in the number of possible
offers, up from five to seven. In terms of industry sector,
September was a very active month for the finance sector, with
three firm offers and one possible offer.
Cash has been king so far in 2025, accounting for the
consideration on 67% of firm offers so far. While there was an
initial uptick in mixed consideration (where the consideration
comprises a combination of, for example, cash and shares, or cash
and unlisted securities) in early 2025 this has since settled at
28%, indicating a more modest increase compared to the 22% recorded
across the whole of 2024.. Share consideration, which also showed
early momentum has not maintained the same pace. September saw a
dominance of cash-based transactions, with three deals involving
cash consideration and only one structured as a mixed consideration
deal.
Useful links
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.