Buying a listed company brings rules that do not apply to private deals: mandatory offers when a control threshold is crossed, minimum offer periods, disclosure of stakes and regulator approval of offer documents. The thresholds differ: 25% in India, 30% in the UK and Germany, 40% for private transactions in Saudi Arabia, and stake disclosure above 5% in the United States. Singapore amended its Code in July 2026 and the UK Code was amended in February 2026.
Mandatory offer thresholds
The UK Takeover Code requires a mandatory offer when a person and its concert parties acquire 30% or more of the voting rights, or increase a holding that is between 30% and 50%. Germany defines control of a listed target as 30% of voting rights; a person reaching it other than through an offer must publish the fact within seven working days and submit an offer document to BaFin within four weeks. India's SEBI regulations trigger an open offer at 25%, on any acquisition of control, and on creeping acquisitions of more than 5% in a financial year above 25%, and the offer must cover at least 26% of the shares.
In Saudi Arabia a private transaction taking a buyer to 40% or more of a listed company's voting shares falls under the mandatory offer rule and must be disclosed by the end of the third trading day, and the CMA may require an offer once a holder reaches 50%. Foreign non-resident investors are limited to less than 10% of a listed issuer and all foreign investors together to 49%, except strategic investors.1234567891011
Offer process, disclosure and recent changes
In the United States, federal rules require a Schedule 13D within five business days of acquiring more than 5% of a registered class of equity, and a tender offer must stay open at least 20 business days. Saudi offer documents need prior CMA approval.
Singapore's amended Code took effect on 16 July 2026: break fees are capped at 1% of the offeree's value, scheme meetings must be held within six months of announcement, and the Securities Industry Council can impose a 28-day put-up-or-shut-up deadline. The UK Code was amended from 4 February 2026 on dual class shares, IPO disclosure and buybacks.121314151617
| Market | Mandatory offer or disclosure trigger | Other key rule | Source |
|---|---|---|---|
| United Kingdom | 30%; any increase between 30% and 50% | Code amended from 4 February 2026 | Takeover Code Rule 9.1 |
| Germany | 30% control | Publish within 7 working days; offer document to BaFin within 4 weeks | WpÜG §§ 29, 35 |
| India | 25%; control; over 5% a year above 25% | Offer for at least 26% of shares | SEBI SAST Regulations 2011 |
| Saudi Arabia | 40% via private transaction; CMA may require offer at 50% | Offer document needs CMA approval | CMA Merger and Acquisition Regulations |
| Singapore | Not confirmed | Break fees capped at 1%; scheme meeting within 6 months (from 16 July 2026) | MAS media release |
| United States (federal) | Schedule 13D above 5% within 5 business days | Tender offer open at least 20 business days | 17 CFR 240.13d-1; 240.14e-1 |
Decisions to make
- Will the stake-building or deal cross a mandatory offer threshold?153Crossing 25% in India or 30% in the UK and Germany obliges an offer to all shareholders, which changes the cost of the deal.
- Who is acting in concert with the bidder?159Thresholds in the UK, India and Saudi Arabia count holdings of concert parties.
- Does the bidder face foreign ownership limits?11Saudi rules cap non-resident foreign holdings in listed issuers unless the investor qualifies as strategic.
- What deal protections can be agreed?15Singapore now caps break fees at 1%, and other markets have their own limits.
Documents usually needed
- Shareholding and concert party analysis
- Offer document or scheme document for regulator review
- Stake disclosure filings (for example Schedule 13D)
- Financing confirmation for a cash offer
- Independent adviser opinion for the offeree board where required
Common mistakes
- Building a stake through several vehicles without aggregating concert parties
- Applying one country's threshold to a company listed elsewhere
- Missing short disclosure deadlines such as five business days in the US or three trading days in Saudi Arabia
- Agreeing break fees above the local cap
- Using an outdated version of a code that was amended in 2026
What this guide does not yet confirm
These points need checking with a qualified local professional before you rely on them.
- Singapore's mandatory offer threshold was not confirmed on an official page.
- The EU Takeover Bids Directive and France's AMF rules could not yet be checked.
- UAE takeover rules (Securities and Commodities Authority, and DIFC and ADGM regimes) were not researched.
- US state anti-takeover statutes and stock exchange rules were not researched.
- UK Takeover Code jurisdiction details and the February 2026 amendments come from a secondary briefing.
Sources and review status
Each statement is numbered to the source it was checked against. We use official sources where we can, and each statement says whether it was checked against an official or a secondary source. Sources last checked on 19 October 2026. None of it has been professionally reviewed yet: it is research checked against official and secondary sources by WONE Global, not legal or tax advice.
Under Rule 9.1 of the Takeover Code, a person who, with persons acting in concert, acquires an interest in shares carrying 30% or more of the voting rights of a company must generally make a mandatory offer. Companies subject to the Code; the Panel may consent otherwise.
A person who, with concert parties, holds between 30% and 50% of the voting rights must also make a mandatory offer if it acquires any further interest that increases its percentage of voting rights. Companies subject to the Code.
Under the Securities Acquisition and Takeover Act (WpÜG), control of a listed target means holding at least 30% of its voting rights. German listed companies on an organised market; voting rights attributed under § 30 WpÜG count.
Reused from de-transactions-012.
A person who obtains control of a listed target other than through a takeover offer must publish this within seven working days and submit a mandatory offer document to BaFin within four weeks of that publication.
Reused from de-transactions-013.
An acquirer who, with persons acting in concert, acquires shares or voting rights entitling them to 25% or more of the voting rights in a listed target company must make an open offer. Listed target companies in India.
The consolidated text is headed amended up to 5 December 2025 but refers to an amendment effective 3 January 2026; check for later amendments.
An acquirer already holding 25% or more but less than the maximum permissible non-public shareholding must make an open offer before acquiring more than 5% of the voting rights in any financial year. Listed target companies in India; acquisitions may not take the holding above the maximum permissible non-public shareholding.
The consolidated text is headed amended up to 5 December 2025 but refers to an amendment effective 3 January 2026; check for later amendments.
Acquiring direct or indirect control over a listed target company requires an open offer irrespective of the size of shareholding acquired. Listed target companies in India.
The consolidated text is headed amended up to 5 December 2025 but refers to an amendment effective 3 January 2026; check for later amendments.
An open offer under the takeover regulations must be for at least 26% of the total shares of the target company. Listed target companies in India.
The consolidated text is headed amended up to 5 December 2025 but refers to an amendment effective 3 January 2026; check for later amendments.
A private transaction that makes a buyer, alone or with concert parties, the owner or controller of 40% or more of a listed company's voting shares is subject to the mandatory offer rule, and a person reaching 40% must disclose it publicly by the end of the third trading day. The disclosure must state ownership before and after, the purchase method and price, and the purpose and future plans.
Reused from sa-transactions-g07.
Where a person, alone or with persons acting in concert, comes to own 50% or more of a class of listed voting shares, the CMA Board may require an offer for the rest of that class, in cash or with a cash alternative at not less than the highest price paid by the offeror in the offer period and the previous 12 months. Listed companies on the Saudi Exchange. Treasury shares need not be included; the CMA may agree an adjusted price.
Reused from sa-transactions-g06.
A non-resident foreign investor may not own 10% or more of the shares of any listed issuer, and all foreign investors together may not own more than 49% of an issuer's shares, but these limits do not apply to foreign strategic investors, who may not sell their shares for two years. Limits in a company's articles or regulatory instructions also apply. The Article 6 limits do not apply to shares of foreign issuers listed on the Main Market.
Unofficial English translation; the Arabic text prevails. Reused from sa-transactions-g12.
A person who acquires beneficial ownership of more than 5% of a class of registered equity securities must file a Schedule 13D with the SEC within five business days after the acquisition. Federal; 17 CFR 240.13d-1(a). Some investors may file the shorter Schedule 13G instead.
A tender offer must be held open for at least 20 business days from the date it is first published or sent to security holders. Federal; 17 CFR 240.14e-1(a). Certain roll-up transactions must remain open for 60 calendar days.
An offer document for a listed company may not be published without the prior approval of the Capital Market Authority.
Reused from sa-transactions-g08.
Amendments to the Singapore Code on Take-overs and Mergers, issued by MAS on the advice of the Securities Industry Council on 16 June 2026, took effect on 16 July 2026 and cap break fees at 1% of the offeree company's value. Singapore; Rule 13 deal protection measures.
Under the amended Singapore Code, the shareholder meeting for a scheme of arrangement must be held within 6 months of the announcement, and the Securities Industry Council may impose a 28-day deadline on a potential offeror that has not clarified its intentions for a prolonged period. Singapore.
Targeted amendments to the Takeover Code took effect on 4 February 2026, covering dual class share structures, disclosure on UK IPOs and share buybacks. The Code applies to UK-registered companies whose securities are admitted to trading on a UK regulated market, a UK multilateral trading facility or a stock exchange in the Channel Islands or the Isle of Man, subject to transitional provisions.
Secondary source; the Panel's response statement could not yet be checked.
Questions on this topic
17 statements on public takeover rules
