The following Corporate guidance note provides comprehensive and up to date legal information covering:
The acquisition of a private or unquoted company is typically structured through a contractual arrangement documented in a sale and purchase agreement between the seller(s) and the buyer. This Practice Note looks at how an acquisition of an unquoted company (target) can instead be effected by way of an offer, the circumstances in which such a structure might be used, the main documentation required and the key legal, regulatory and commercial issues to note. This note also looks at the application of the financial promotion regime to approaches to target shareholders and offers made for unquoted companies.
This Practice Note does not cover offers for listed and quoted companies effected under the General Principles and detailed Rules set out in the City Code on Takeovers and Mergers (Code) under the supervision of the Takeover Panel (Panel), (as to which, see generally our Terms and conduct of an offer—overview).
The operation of the UK takeovers regime may be affected by Brexit. For further details of its impact, see Practice Note: Brexit—UK takeover regime.
There are a number of circumstances in which it may be necessary or expedient to structure an acquisition of a private or unquoted public company as a takeover offer rather than through a sale and purchase agreement, including:
where the transaction
**Trials are provided to all LexisPSL and LexisLibrary content, excluding Practice Compliance, Practice Management and Risk and Compliance, subscription packages are tailored to your specific needs. To discuss trialling these LexisPSL services please email customer service via our online form. Free trials are only available to individuals based in the UK. We may terminate this trial at any time or decide not to give a trial, for any reason. Trial includes one question to LexisAsk during the length of the trial.
To view the latest version of this document and thousands of others like it, sign-in to LexisPSL or register for a free trial.
Existing user? Sign-in
Take a free trial
0330 161 1234
To view our latest legal guidance content,sign-in to Lexis®PSL or register for a free trial.