In October 2025, there were three Rule 2.7 announcements made across the UK public M&A market and five further possible offers announced.
Firm Offers announced this month:
- Recommended share offer by Sintana Energy Inc for Challenger Energy Group plc – £45 million
- Recommended cash offer by Long Path Co-Investment Fund Number 6, LP, Long Path Smaller Companies Fund, LP, Long Path Smaller Companies Master Fund, Ltd. and Long Path Opportunities Fund II, LP for Idox plc – £339.5 million – public to private
- Recommended cash and share offer by Cicor Technologies Ltd for TT Electronics plc – £287 million
Possible Offer announced this month:
- Strategic review announced by Audioboom Group plc
- Possible offer by Blackstone Europe Llp for Big Yellow Group plc
- Two possible offers by Risk Capital Partners and Ian Livingstone and H2 Equity Partners Ltd for Inspecs Group plc – cash and unlisted securities alternative
- Strategic review, including a formal sale process announced by The Revel Collective plc
Firm Offers breakdown this month:
Year to date breakdown:
October 2025 Updates:
Insider dealing – FCA fines ex-employee of AIM listed company
The FCA has issued a final notice to Neil Dwane, formerly a capital markets adviser in the investor relations team at ITM Power Plc, an AIM listed company. The FCA found that Mr Dwane engaged in insider dealing in breach of Article 14 of the UK Market Abuse Regulation.
Mr Dwane sold his and a close family member’s entire shareholding in ITM (125,000 shares worth £124,287) on 26 October 2022 while in possession of inside information which was due to be disclosed to the market in a trading update the following day. Following the trading update issued on 27 October 2022, ITM’s share price fell around 37%.
As an experienced financial professional and former FCA approved person, the FCA found that Mr Dwane would have known that his conduct amounted to insider dealing and knew that ITM’s internal policies required him to obtain the company’s permission before dealing in its shares (but he failed to request such permission). It therefore considers that his conduct was deliberate and dishonest.
The FCA has fined Mr Dwane £100,281 (after a 30% settlement discount) and banned him from working in UK financial services going forwards.
ITM itself has not been criticised, sanctioned or fined by the FCA.
Latest FCA guidance in Primary Market Bulletin 59
The FCA has published Primary Market Bulletin 59 (PMB 59) covering the findings of its delayed disclosure of inside information review, cryptoasset acquisitions by listed companies, its upcoming review of the short selling regime and the enhancements to the national storage mechanism going live shortly.
FCA review of delayed disclosure of inside information under UK MAR
The FCA has reviewed compliance with the requirements under Article 17(4) of the UK Market Abuse Regulation (UK MAR), which allows issuers to delay public disclosure of inside information under certain conditions. This follows its previous review in November 2020 (read more on our blog here), and which it has used by way of comparison.
The FCA reviewed delayed disclosure of inside information (DDII) notifications submitted to it from 1 April 2022 to 31 March 2024. In summary, it found:
- there was a "significant and unexpected" 39% decrease in DDII notifications per day compared to the previous review, with only 18% of issuers making notifications (down from 25% in 2020);
- the average delay in disclosure increased by 7 days to 35.2 days; and
- most notifications related to M&A, business updates, and corporate finance (2 notifications related to PDMR dealings).
The FCA also says its followed up with a number of outliers in terms of the length of delay, delays in notifying, and the number of DDII notifications made.
The FCA observes that fewer issuers making DDII notifications and delaying disclosure of inside information for longer may not mean that levels of compliance have fallen, but could be because less information was identified as inside information or fewer issuers made use of the ability to delay disclosure. However, in setting out the findings of its review it uses PMB 59 as an opportunity to remind all issuers of their obligations under UK MAR and Listing Principle 1 (which requires all listed companies to have adequate procedures, systems and controls).
Other topics in PMB 59
The FCA notes that some listed companies are acquiring cryptoassets (e.g., bitcoin) as part of treasury management. The FCA reminds companies to communicate clearly both the risks and benefits of such strategies to investors, that the acquisition of a significant volume of cryptoassets can amount to a reverse takeover, and information relating to the acquisition of cryptoassets can amount to inside information.
In PMB 59 the FCA also states that it will publish a consultation paper on proposals to review the short selling regime in the UK shortly, hosting an event on 6 November 2025 that will cover the proposed changes.
The FCA also remind companies that from 3 November 2025, new metadata requirements apply to disclosures via its electronic submission system and via RIS providers (you can read more on the rules change on our blog here). The changes include the requirement that disclosures must include the company's Legal Entity Identifier (LEI) and name, and the list of headline codes and categories for disclosures has been updated.
CMA consultation on revised approach to merger remedies
The CMA has launched a consultation on its approach to merger remedies.
The consultation follows an earlier call for evidence around three main themes: the CMA’s approach to remedies, preserving pro-competitive merger efficiencies and merger benefits, and running efficient processes.
The CMA is also making a number of changes to improve its remedies process at phase 1. This includes additional guidance for the merger parties on engaging with the CMA on remedies throughout the process, including early without-prejudice discussions on remedies.
The CMA’s consultation is open until 13 November 2025, and the final guidance is expected to be published by the end of the year.
October 2025 Insights:
October has seen activity levels broadly consistent with the same period in 2024. There has been a slight decrease in the number fo firm offers, down from four to three. There has also been a slight dip in possible offers compared to 2024, with only four announced (compared to five in 2024). October was an active month for the computer and electronic equipment sector, with two firm offers and one posible offer.
Comparing the bidder types for the second half of 2025, 2025 has seen the steady presence of strategic bidders leading public M&A activity. In October 2025, a further two bidders were strategic, matching the previous months. This marks a shift from October 2024, where sponsor bidders were more prominent. For example, October 2025 saw Cicor Technologies Ltd and Sintana Energy Inc being strategic bidders in their offers. The data suggests that strategic bidders remain active, with October reflecting this ongoing momentum.
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