Non-Code offers—private and unquoted public companies
Non-Code offers—private and unquoted public companies

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Non-Code offers—private and unquoted public companies
  • Brexit impact
  • Structuring an acquisition—offer or agreement?
  • Takeover Code offers
  • Re-registering the target as a private company
  • Obtaining a Code waiver
  • Financial promotions
  • Reasons for making a non-Code offer
  • Non-Code offer—documentation
  • Code offer vs Article 64 offer

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).

Brexit impact

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.

Structuring an acquisition—offer or agreement?

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:

  1. where the transaction