Q&As

Can a majority shareholder arrange for a ‘takeover offer’ to be made by a newco as a means of removing the minority shareholder(s)?

read titleRead full title
Published on LexisPSL on 21/07/2017

The following Corporate Q&A provides comprehensive and up to date legal information covering:

  • Can a majority shareholder arrange for a ‘takeover offer’ to be made by a newco as a means of removing the minority shareholder(s)?

The Companies Act 2006 (CA 2006) contains provisions enabling an offeror, following a takeover offer, to acquire shares in the target company held by non-accepting shareholders (CA 2006, ss 974-991). These statutory provisions apply to both public and private UK companies wherever there is a 'takeover offer' as defined by the CA 2006. There is no requirement for the offer to be regulated by the Takeover Code (Code). They therefore do not have any relevance to takeovers structured as schemes of arrangement where an offeror will acquire 100% control once the scheme becomes effective.

The exercise of squeeze-out rights by an offeror is dependent on an offeror having acquired or contracted to acquire:

  1. at least 90% of the shares to which the offer re

Related documents:

Popular documents