Squeeze-out right definition

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Compulsory acquisition of minority shareholders and delisting

Compulsory acquisition of minority shareholders and delisting This Practice Note is part of the Corporate toolkit for public company takeovers. It deals with the squeeze-out and sell-out rights under the Companies Act 2006 (CA 2006) following a successful takeover offer. For a more detailed overview of these rights, see Practice Note: Squeeze-outs and sell-outs: buying out minority shareholders. The CA 2006 contains provisions enabling or requiring an offeror, following a takeover offer, to acquire offeree shares for which acceptances have not been received or given under the offer, referred to as: • squeeze-outs: an offeror’s right to compulsorily purchase the shares of non-assenting shareholders • sell-outs: non-assenting shareholders’ rights to require the offeror to purchase their shares in each case on the same terms as the offer. These statutory provisions apply to both public and private UK companies wherever there is a 'takeover offer' as defined by CA 2006. There is no requirement for the offer to be regulated by the Code. They therefore do not have any relevance to...

Takeover Code—Rule 36—Partial offers

Takeover Code—Rule 36—Partial offers This Resource Note outlines the main provisions of Rule 36 of The City Code on Takeovers and Mergers (Code), which deals with partial offers (ie offers which, even if accepted in full, will result in the offeror holding less than 100% of the voting rights of the target). It highlights relevant materials, commentary and guidance from the Panel, as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rule 36. Materials covered in this Resource Note include: • Practice Statements issued by the Panel Executive (the body that carries out the day-to-day work of takeover supervision and regulation) (Executive) to provide informal guidance as to how the Executive normally interprets and applies the Code • Panel Statements published by the Panel (P/S) and Panel Instruments • Public Consultation Papers (PCP) and Response Statements (RS) published by the Code Committee • Annual Reports published by the Panel containing discussion of general issues (Annual Reports) • relevant Lexis+® UK...