What are public to privates and what is the governing regulatory regime?
What are public to privates and what is the governing regulatory regime?

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

  • What are public to privates and what is the governing regulatory regime?
  • Public to private transactions
  • Types of public to private transactions
  • Advantages of going private
  • The regulatory regime for P2Ps in the UK
  • Code provisions
  • Independent advice and information to independent directors
  • Equality of information—competing offeror
  • Providing information to the independent directors
  • Management incentivisation arrangements
  • More...

What are public to privates and what is the governing regulatory regime?

This Practice Note explains what a public to private (P2P) transaction is and the applicable UK regulatory regime. It also considers specific issues a P2P transaction may give rise to under the City Code on Takeovers and Mergers (Code) and considers directors’ duties.

Public to private transactions

Types of public to private transactions

A public to private transaction (also known as a 'P2P' transaction or a 'take private' transaction) usually involves an offer for the entire share capital of a listed target company (the offeree) by a new company specifically incorporated to act as the bid vehicle (Bidco) owned by a private equity firm and members of the offeree's management team (offeror). The offeree will usually be de-listed (ie from the Main Market or AIM) and re-registered as a private company.

Typically, the private equity fund would take a majority stake in Bidco (as it would want full control of it) but a small percentage of shares in Bidco would be offered to the relevant members of the offeree's management team as an incentive to make the company a success. The acquisition of the offeree through Bidco would usually be funded (partly or solely), through equity subscriptions in Bidco. It is common for P2P transactions to be funded by a combination of equity and debt (eg a

Popular documents