ADGM Takeover Code Rules 2026: What Bidders and Targets Must Do

Key facts

What do the 2026 Rules set?

The Panel says the ADGM Takeover Regime is made up of the Takeover Regulations 2015 and these Rules. The Rules contain six short sections and a Schedule, the Takeover Code. The Code covers approaches and announcements, offer terms, conduct, documents, timetable and schemes of arrangement. The Written Decision says the text is materially the same as the Rules published in 2015, without substantive amendment.

Section 2 sets six principles. They include equal treatment of holders of the same class, enough time and information for shareholders, no false markets, and cash that is secured before an offer is announced. Section 3 says the Panel must be consulted as soon as practicable where another regulator also has jurisdiction.

What are the main requirements?

• Mandatory offer at 30%

  Control means interests carrying 30% or more of the voting rights. Except with the Panel’s consent, a person who reaches 30%, or who holds 30% to 50% and buys more shares, must offer to holders of every class of equity capital and of other voting transferable securities (paragraph 9.1). Interests of persons acting in concert count.

• Price floor

  A mandatory offer must be in cash, or have a cash alternative, at not less than the highest price the bidder or its concert parties paid for that class in the 12 months before the announcement (9.4(a)). A purchase above the offer price during the offer forces the offer up to match (9.4(b)).

• 28 days to decide

  A potential bidder named in an announcement must announce a firm offer or a decision not to bid by 5.00 pm on the 28th day, unless the Panel agrees an extension (2.6(a)). The deadline ceases to apply if another bidder announces a firm offer, and 2.6(d) then sets a later date for the potential bidder (2.6(b)).

• Disclosure

  Bidders and Targets make a public Opening Position Disclosure. So does any person holding 1% or more of a class of relevant securities, and they must also disclose dealings during the offer period (paragraph 8).

• Offer timetable

  The offer document normally goes out within 28 days of the firm announcement (23.1(a)). An offer must stay open at least 21 days after publication of the document (30.1). Except with Panel consent, it cannot become or be declared unconditional as to acceptances after midnight on the 60th day after the initial offer document was published (30.6(a)).

Who is affected?

Anyone planning, defending or advising on a takeover under the Panel’s regime. The Code defines a Bidder to include companies wherever incorporated and individuals wherever resident, and to include a potential Bidder. Any person interested in 1% or more of a class of relevant securities also falls under the disclosure duties. The Rules only say that a Target includes a potential Target; they do not say which companies are covered. The Takeover Regulations 2015 were not reviewed for this post, so check them for that scope.

What should banks and advisers do next?

The Rules are already in force. The steps below are practical advice, not requirements of the Rules.

1. Map your holdings to 30%.Include concert parties, using the Code definition of acting in concert, and flag any approach to the 30% line before buying.
2. Put the 28-day clock in your deal plan.Diarise 5.00 pm on day 28 and the Panel’s extension route (2.6(c)).
3. Check disclosure systems.Confirm who files Opening Position and Dealing Disclosures at the 1% level.
4. Brief the board and advisers.Cover section 2 principles, the cash-confirmation duty and the day 60 rule.
5. Talk to the Panel early.Section 3 and several paragraphs call for consultation; the Panel’s site says it may be consulted in confidence.

Deadlines and enforcement

The Rules set no fixed fine. Section 4 instead lets the Panel take remedial, compensatory or disciplinary action. It may direct a person to stop a breach. For breaches of paragraphs 6, 9, 11, 13, 14, 15.1 or 34.3 it may require payment to holders of what they should have received, plus interest. It may also issue private or public censure, suspend an exemption or status it granted, report the offender to its own regulator, or publish a statement that the person is unlikely to comply with the Code (section 4(3) to (5)).

Frequently asked questions

Sources (official, verified 13 October 2026)

1. ADGM Legal Framework, Takeover Regulations (Takeover Code) Rules 2026 (Date of Publication: 20 July 2026) https://en.adgm.thomsonreuters.com/rulebook/takeover-regulations-takeover-code-rules-2026
2. ADGM Notice of Publication, 20 July: Takeover Regulations (Takeover Code) Rules 2026 and Takeover Panel Decisions https://en.adgm.thomsonreuters.com/rulebook/20-july-takeover-regulations-takeover-code-rules-2026-and-takeover-panel-decisions
3. Takeover Regulations (Takeover Code) Rules 2026, full text (PDF, 105 pages) https://en.adgm.thomsonreuters.com/sites/default/files/net_file_store/ADGM1547_30633_VER20260720.pdf
4. ADGM Legal Framework, Written Decision of the Takeover Panel No. (1) of 2026 https://en.adgm.thomsonreuters.com/rulebook/written-decision-takeover-panel-no-1-2026
5. ADGM Legal Framework, Takeover Panel Decisions (2026) https://en.adgm.thomsonreuters.com/rulebook/takeover-panel-decisions
6. ADGM, The Takeover Panel https://www.adgm.com/operating-in-adgm/the-takeover-panel

• Takeover regulation
• Mandatory offer
• Takeover Panel
• ADGM Legal Framework
• Offer timetable
• Disclosure of dealings
• Capital markets

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