Buy Out meaning

This Checklist sets out core topics for firms entering consumer credit, addressing essential management and compliance matters within the Financial Conduct Authority (FCA) framework. It organises themes such as authorisation, threshold conditions, the Senior Managers and Certification Regime (SM&CR), systems and controls, business planning, FCA Principles, the Consumer Duty and continuing regulatory duties, including adherence to the Consumer Credit sourcebook (CONC) and the Consumer Credit Act 1974 (CCA 1974). For fuller guidance, including how the application process works, see Practice Note: FCA authorisation of consumer credit firms. Scope and regulatory status Do the firm’s activities amount to regulated consumer credit activities under section 19 of the Financial Services and Markets Act 2000 (FSMA 2000), and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001, SI 2001/544 (RAO)? See Practice Notes: The general prohibition and implications of its breach and Regulated activities relating to consumer credit Does the firm offer (or plan to offer) buy now pay later (BNPL)/deferred payment credit (DPC) style products?...

When does a section 75 debt arise? An s 75 liability crystallises in respect of an occupational pension scheme that is underfunded on a buy-out basis and: an employment-cessation event happens for a relevant participating employer within a multi-employer scheme an insolvency event occurs in relation to a participating employer of the scheme, or the scheme formally goes into winding up In a multi-employer scheme, an employer’s s 75 debt is its allocated share of the scheme deficit, appropriately assessed on a buy-out basis. As an alternative to immediately paying the s 75 debt in full, an employer may enter into a deferred debt arrangement, an apportionment arrangement, or a withdrawal arrangement. Section 75 does not apply at all to money purchase schemes, unregistered pension schemes, unfunded public sector schemes, and a scheme with only one member. ...

Tax consequences of different buyback structures The table below offers a concise overview of the tax outcomes arising from the various forms of share buyback that a UK company may undertake. Throughout, it is assumed that the relevant shareholder is UK resident and that the repurchased shares are held as an investment. For fuller guidance on the tax treatment of share buybacks, see the following Practice Notes: Tax consequences of share buybacks—main rules Tax consequences of share buybacks—calculating the income capital split Tax consequences of share buybacks—unquoted trading companies For a comparative table setting out other ways a company can return value to shareholders, together with the principal UK tax issues for each route, see: Key UK tax considerations for returning value to shareholders—comparative table. Note that tailored provisions apply where the company repurchasing its shares is a qualifying asset holding company. For more on this, refer to Practice Note: Qualifying asset holding companies (QAHCs)—tax treatment...

According to the APPT, at the very least there should be a statutory funding assessment and ultimate decision-making authority for managers of retirement savings schemes, as a minimum requirement. The association set out its view in response to a consultation on the Pension Schemes Bill, a landmark law for the industry, formally during the consultation process. On 1 September 2025 the Bill was sent to the parliamentary Public Bill Committee (PBC), which examines the small print of particular legislation. A fiercely debated element proposes that employers with comfortably funded defined benefit pensions could more readily ‘extract’ surplus assets that have accumulated beyond the amounts required to meet members’ benefits. The government believes such steps could help to stimulate economic growth...

What is the background to TPR’s guidance? As funding positions strengthen and market innovations come through, trustees and employers are encountering a wider suite of financial, governance and insurance tools to meet their schemes’ long-term aims. Insurer buy-out was once viewed as the definitive DB endgame, yet TPR has now confirmed it is not the only route. The guidance is intended to help trustees steer through emerging options, judge their suitability, and make informed choices that improve financial outcomes, strengthen governance and bolster member security. It also emphasises the relevance of scheme-specific circumstances and the importance of obtaining professional advice. What are the key points, aspects, and themes of the guidance? The guidance is framed around several core themes. Endgame planning is no longer a single-track journey, and trustees are encouraged to explore a spectrum of outcomes: aiming for self-sufficiency, continuing to run on the scheme, transferring to consolidators such as superfunds, or insuring benefits via buy-ins and buy-outs. Each route carries distinct characteristics, risks and benefits,...

Hymans Robertson reported that, with several new insurers entering the fray, supply now surpasses demand in the risk transfer market. This marks a stark and notable turnaround from 2023, when heightened demand effectively edged smaller schemes out of contention and left them unable to complete transactions. 'The evolving composition of the UK risk transfer market signals a genuinely exciting period indeed for small schemes,' said Iain Church, head of core transactions at Hymans Robertson...

Trustees and personal representatives can, in fact, carry on a trade. For example, where a self-employed trader dies, the personal representative may keep the business running until it is wound down or sold. In the same way, trustees or interest in possession beneficiaries might be trading and could qualify for reliefs such as roll-over relief or business asset disposal relief. The broad tax rules governing trading apply to all traders alike, whether they are individuals, trustees, or personal representatives. This Practice Note sets out those principles below. Is there a trade? The key issue to examine is whether there is a trade. At times this will be clear, for instance when personal representatives step in to continue the deceased’s business; however, in other situations even a solitary transaction can amount to a trade. As an illustration, trustees who buy a property to renovate may, depending on the circumstances, be regarded as operating a property development business. If so, any gain on the later sale would fall within income...

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

What does this Practice Note cover? This Practice Note sets out an overview of liability management techniques for bonds—covering bond buybacks, tender offers, exchange offers and consent solicitation—placing particular emphasis on the process, the documentation to be prepared, and the principal legal and regulatory considerations that arise in delivering such transactions. The Note is directed mainly at investment‑grade bonds issued in the UK and European markets. For further information on liability management exercises, including liability management transactions involving loans/credit agreements, see Practice Note: FAQs on Liability Management Exercises. What is liability management in relation to bonds? Liability management describes a range of techniques used by issuers to actively manage or restructure their outstanding bond liabilities. Typical liability management transactions comprise: bond buyback tender offer exchange offer consent solicitation A liability management transaction can also be structured as a combination of these techniques...

This instrument bears the date [ insert day and month ] 20[ insert year ] and is in respect of the loan notes referred to below. Parties [ Insert name of issuing company ] incorporated in England and Wales under number [ insert company number ] whose registered office is at [ insert address ] ( Issuer ) background: The Issuer has resolved to create, in aggregate, up to an overall nominal maximum of £[ insert number ] [ insert rate ]% [ subordinated ] redeemable loan notes, the same to be constituted in accordance with, and as set out in, this document, and constituted accordingly...

1 Model Articles 1.1 The Model Articles shall apply to the Company save to the extent that they are amended or disapplied by these Articles, or where they conflict with these Articles, and, subject to any such amendments, disapplications or inconsistencies, shall, together with these Articles, constitute the Company’s articles of association to the exclusion of any other articles or regulations contained in any statute, in any statutory instrument, or in any other subordinate legislation...

This Agreement is dated [ insert day and month ] 20[ insert year ] Parties The several persons whose names and addresses appear in Schedule 1 (together, the Sellers); and [ Insert name of purchasing corporate entity ], incorporated in [ England and Wales OR [ insert country of incorporation ] ] with registered number [ insert company number ] and whose registered office is at [ insert address ] (the Buyer); and [ (each Seller and the Buyer being a Party, and together the Sellers and the Buyer being the Parties). ] Background The Company (as defined below) is a private company limited by shares, incorporated in [ England and Wales OR [ insert country of incorporation ] ]. Details of the Company are set out in Schedule 2, Part A. The Sellers are the legal and beneficial holders of the Sale Shares (as defined below), which in total constitute the entire issued and allotted share...