The following Corporate practice note provides comprehensive and up to date legal information covering:
Produced with input from Rebecca Cousin of Slaughter and May on market practice.
This Practice Note looks at the detailed procedures to be followed to implement the acquisition by a buyer (offeror) of all the shares, or one or more classes of shares, in a company (offeree) which it does not already own under a scheme of arrangement made under Part 26 of the Companies Act 2006 (CA 2006) (scheme).
Unlike a takeover offer, a scheme involves no contract between the offeror and offeree shareholders. Instead, it is a statutory mechanism used to implement a range of corporate transactions. In a takeover context, a scheme is put forward by the offeree to its shareholders, or to the holders of the relevant class of shares. The involvement, and cooperation, of the offeree's board of directors is therefore usually required. A scheme is typified by certain essential characteristics, most significantly that it will require both offeree shareholder approval at a court-convened meeting and sanction by the court itself.
For an explanation of the nature of schemes of arrangement, how they are structured and the key statutory requirements, see Practice Note: Schemes of arrangement—nature and key statutory requirements.
This Practice Note assumes:
that the offeree is subject to the City Code on Takeovers and Mergers (Code)
that there is no requirement to consult with or obtain the consent of
Free trials are only available to individuals based in the UK
Complete all the fields above to proceed to the next step.
**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
Insurable interestThis Practice Note considers insurable interest, including insurable interest in construction and liability insurance. It also considers insurable interest in subrogation, co-insurance and double insurance and the Insurable Interest Bill.What is insurable interest?‘Insurable
Directors’ remunerationCompany directors are not, by virtue only of their office as director, automatically entitled under company law to remuneration for services as a director or to reimbursement of expenses incurred in rendering such services. Power to pay directors remuneration for their
The third edition of the Standard Commercial Property Conditions was published on 27 April 2017 a
Capital allowances on property sales—pre-contract enquiriesThis Practice Note is about capital allowance-related pre-contract enquiries on a property transfer. It applies to the grant of a new property interest (eg a lease) as well as to the acquisition of an existing lease or freehold.For clauses
0330 161 1234