This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a public limited company to re-register as a private limited company under section 97 of the Companies Act 2006 (CA 2006). It covers: • Preliminary considerations • Documentation • Meetings and procedures • Companies House filings and certificates • Cancellation of listing and trading—additional matters • Post-registration matters Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Listed public companies and unlisted ‘transitional companies’ need to consult with the Takeover Panel for guidance as to the appropriate disclosures to be made to the company's shareholders and recommended wording to include in the circular to shareholders.Draft relevant section of the circular to shareholders providing an explanation of the City Code on Takeovers and Mergers (Code) and the protections it affords to shareholders that will be lost on re-registration, and send to the Panel Executive for its prior approval. Re-registration of a public company as a private limited companyNote: Applicable

Dear [insert name of shareholder] Re-registration of [insert company name] Limited (the Company) as an unlimited company The Company is proposing to re-register as an unlimited company. We, the directors of the Company, are writing to you to explain the reasons for the proposal to re-register and what this means for you as a shareholder of the Company. Unlimited

This Practice Note gives an overview of the provisions of the Companies Act 2006 (CA 2006) on re-registering a private limited company as a public limited company (re-registration from private to public). It covers preliminary considerations, the possible reasons for re-registration, the procedure for re-registering, and the legal effect of re-registration. The re-registration of a private unlimited company is outside the scope of this Practice Note, but details can be found within Practice Note: Re-registration of an unlimited company as limited. Summary of CA 2006 provisions CA 2006, Pt 7 deals with the re-registration of a company as a company of another type. The CA 2006 provides that a private company (whether limited or unlimited) may be re-registered as a public company limited by shares. A private limited company may be re-registered as a public limited company if: • a special resolution that it should be so re-registered is passed • certain conditions are met, and • an application for re-registration is delivered to Companies House together with other required documents The

This Practice Note summarises the requirements for a private limited company to be re-registered as an unlimited company (re-registration from private limited to unlimited) in accordance with Part 7 of the Companies Act 2006 (CA 2006). What is an unlimited company? An unlimited company is a company whose members are not limited in their liability to contribute to the obligations of the company on winding-up. An unlimited company cannot be a public company. It may or may not have a share capital (eg, a private company limited by guarantee may be re-registered as an unlimited private company without a share capital). For details, see Practice Note: Unlimited companies. Why re-register as an unlimited company? The members of unlimited companies do not benefit from one of the deemed key advantages of incorporating a company (as opposed to trading as self employed or as a partnership): limited liability. For this reason, unlimited companies are not very common. Companies House statistics show that only some 4,100 of the nearly 4.9 million companies and

This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a private limited company to re-register as an unlimited company under Part 7 of the Companies Act 2006 (CA 2006). Preliminary considerations Step Notes/Resources Is the company fully aware of the implications of the company becoming unlimited? In particular, the members and directors should be aware that:(1) an unlimited company is not required to file accounts with Companies House(2) an unlimited company is not restricted by capital maintenance rules, and, crucially(3) there is no limit on the liability of the members of an unlimited company, so the members must be willing to financially stand behind the company CA 2006, s 448CA 2006, s 690Re-registration of a private limited company as an unlimited company Has the company previously been re-registered as limited? If so it cannot be re-registered as unlimited. CA 2006, s 102(2) Is the company confident that it can achieve unanimous assent of its members to the

This Practice Note gives an overview of the provisions of the Companies Act 2006 (CA 2006) on re-registering a public company as a private company limited by shares or guarantee (re-registration from public to private). It covers preliminary considerations, the possible reasons for re-registration, the procedure for re-registering, and the legal effect of re-registration. Summary of Companies Act 2006 provisions CA 2006, Pt 7 contains the provisions governing how a company may be re-registered as a company of another type. A public company may be re-registered as: • a private company limited by shares, or • a private company limited by guarantee It is also possible for a public company to be re-registered as a private unlimited company. This is not covered in this Practice Note. Instead see Practice Note: Re-registration of a public company as private and unlimited. In summary, a public company may be registered as a private limited company if a special resolution that it should be so re-registered is passed and an application for re-registration is

This Practice Note summarises the requirements for a public company limited by shares to be re-registered as a private unlimited company with a share capital (re-registration from public to private unlimited) in accordance with Part 7 of the Companies Act 2006 (CA 2006). What is an unlimited company? An unlimited company is a company whose members are not limited in their liability to contribute to the obligations of the company on winding-up. An unlimited company cannot be a public company, which is why a public company wanting to re-register as unlimited will also have to re-register as private. An unlimited company may or may not have a share capital (eg if a private company limited by guarantee re-registers as unlimited, it will not have a share capital); however, a public company re-registered as a private unlimited company will always have a share capital (because a public company cannot be limited by guarantee). For details, see Practice Note: Unlimited companies. Why re-register as an unlimited company? The members of unlimited companies

This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for a public limited company to re-register as a private and unlimited company under Part 7 of the Companies Act 2006 (CA 2006). Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Is the company fully aware of the implications of the company becoming unlimited? In particular, the members and directors should be aware that:(1) an unlimited company is not required to file accounts with Companies House(2) an unlimited company is not restricted by capital maintenance rules, and, crucially(3) there is no limit on the liability of the members of an unlimited company, so the members must be willing to financially stand behind the company CA 2006, s 448CA 2006, s 690Re-registration of a public company as private and unlimited Has the company previously been re-registered as limited or unlimited? If so, it cannot be re-registered as unlimited. CA 2006, s 109(2) Is

This Practice Note summarises the requirements for an unlimited company to be re-registered as a private limited company (re-registration from unlimited to private limited) in accordance with Part 7 of the Companies Act 2006 (CA 2006). Why re-register as a limited company? The members of an unlimited company do not benefit from one of the deemed key advantages of incorporating a company—limited liability. Whilst there are reasons why some people might opt to use an unlimited company (the key reasons being the ability to keep their financial details private and having flexibility over the maintenance of its capital—for details see Practice Note: Unlimited companies), unlimited companies are not very common due to the fact that members are subject to unlimited liability. The reason an unlimited company may wish to re-register as a limited company is likely to be in order to obtain limited liability status for its members. The directors should carefully consider the additional restrictions and requirements that apply to private limited companies in comparison to unlimited companies. In particular, once re-registered

This Checklist is a quick guide to the steps to be taken and the documents to be prepared in order for an unlimited company to re-register as a private limited company under Part 7 of the Companies Act 2006 (CA 2006). Preliminary considerations Step Notes/Resources Tick box when step complete or matter considered Are the company and its directors fully aware of the additional restrictions and requirements that apply to private limited companies in comparison to unlimited companies? If not, they should be made aware of the following:(1) the requirement to file accounts(2) the status of its members will change from having unlimited liability to having liability limited to the amount paid for their shares (or to the amount specified in the statement of guarantee, if the company is to be limited by guarantee)(3) the company will be subject to share capital maintenance rules that it was not previously subject to as an unlimited company Re-registration of an unlimited company as limitedCA 2006, s 448CA 2006, ss 641, 658–659, 684–689,

Company number: [insert company number] [insert company name] PLC (the Company) Circular to shareholders and notice of general meeting Part 1—Letter from the Chair Dear Shareholder The Company is seeking the approval of its shareholders (the Shareholders) to re-register from a public company to a private limited company (the Re-Registration). [It is the opinion of the directors of the Company that it is not appropriate for the Company to remain a public company because the administrative burden of complying with additional regulation under the CA 2006 and the provisions of the Code is disproportionate to the few benefits that the Company enjoys as a public company.] The purpose of this document is to convene a general meeting at which the resolution to re-register will be proposed (the General Meeting), and to provide you with a background to the proposed Re-Registration. The Re-Registration Public companies are subject to more extensive administrative requirements than private companies, and they are not permitted to use several simplified procedures under the Companies Act 2006

This Practice Note contains a glossary of some of the most common terms and phrases used in the context of the re-registration of a company. A Word or phrase Definition AIM A securities market owned and operated by the London Stock Exchange plc, with lighter entry requirements and continuing obligations than the main regulated markets. Previously known as the Alternative Investment Market, but now simply known as AIM. AIM company A company with a class of its shares traded on AIM. Application to re-register—private to public An application for re-registration from private to public will be made on a Companies House form RR01. Application to re-register—private to unlimited An application for re-registration from private to unlimited will be made on a Companies House form RR05. Application to re-register—public to private An application for re-registration from public to private will be made on a Companies House form RR02. Application to re-register—public to unlimited An application for re-registration from public to unlimited will be made on a Companies House