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

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

  • Non-Code offers—private and unquoted public companies
  • Structuring an acquisition—offer or agreement?
  • Takeover Code offers
  • Disadvantages of a Code offer
  • Avoiding a Code offer
  • Announcements relating to unlisted offerees
  • Financial promotions
  • Article 62—Sale of body corporate
  • Article 64 - Takeovers of relevant unlisted companies
  • Reasons for making a non-Code offer
  • More...

Non-Code offers—private and unquoted public companies

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).

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 is one to which the Takeover Code applies

  2. where there are a large number of target shareholders and it is considered impractical for them to all be parties

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