Q&As

Does the Takeover Code apply to an unlisted public company on the cancellation of the shares of a retiring member?

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Published by a LexisNexis Corporate expert
Published on: 15 April 2015
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This Q&A looks at the position under the City Code on Takeovers and Mergers (Code) where Shares in an unlisted public company are being redeemed or are subject to a buy back under sections 658–737 of the Companies Act 2006 (CA 2006).

To what companies does the Code apply?

The Code applies to takeover bids, merger transactions and other transactions that have or may have, directly or indirectly, an effect on the Ownership or control of UK public companies, not just listed or quoted companies. For further details see our Practice Note: The Panel and the regulatory framework of takeovers—Companies subject to the Code and Flowchart: When does the Takeover Code apply?—flowchart

Redemption and share buyback

Where

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Jurisdiction(s):
United Kingdom
Related legal acts:
Key definition:
Shares definition
What does Shares mean?

The CA 2006 merely provides that a share is a share in the company's share capital. A company's share capital comprises the number of shares issued by it to investors either on or after incorporation. Those investors then become the shareholders in the company. A shareholder’s shares are their personal property. By contrast, the assets of a company are owned by the company itself. Owning shares does not entitle a shareholder to any property rights in the company's assets.

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