Class 1 transaction meaning

Background and approach Market Standards has undertaken analysis to assess prevailing patterns in UK public M&A. The findings draw on the Market Standards transaction data analysis tool, which enables users to access, analyse and compare key attributes across a wide range of corporate deals. This publication updates our Market Standards Trend Report—Trends in UK public M&A in H1 2025, where we reviewed firm and possible offers announced during the first half of 2025. For this instalment, we examined activity from 1 July 2025 to 30 September 2025 (Q3 2025). We have also set the results alongside those from the immediately prior quarter in 2025 (1 April 2025 to 30 June 2025, ie Q2 2025) and the equivalent window in 2024 (1 July 2024 to 30 September 2024, ie Q3 2024). However, firm conclusions will only be drawn once the full‑year 2025 trend report is complete. In total, we assessed 20 transactions within the scope of the Takeover Code (the Code): 11 firm offers (eight concerning...

ARCHIVED: This Practice Note is archived and is no longer maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares in commercial companies. That commercial companies category is predominantly disclosure-led and sits beside other categories, including shell companies, secondary listing and closed ended investment fund categories. The UK Listing Rules sourcebook came into force to deliver these changes, while the Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This fundamentals note reflects the position before 29 July 2024 and has been kept for reference. It looks at the class tests used to assess the size of a transaction by a listed company under the Listing Rules prior to 29 July 2024. What are the class tests used for? The class tests (also known as percentage ratios) are a set of measures used to gauge and categorise the scale...

Coronavirus (COVID-19): In the wake of the coronavirus (COVID-19) outbreak, certain Companies House filing activities and other administrative formalities were temporarily paused or altered. For fuller information on the effects of COVID-19, see Practice Note: Coronavirus (COVID–19)—impact on company filing and administrative procedures [Archived]. A redenomination of share capital means converting shares that carry a fixed nominal amount in one currency into shares that carry a fixed nominal amount in a different currency. Before 1 October 2009, a limited company with a share capital that wished to redenominate all or part of that capital had first to cancel the existing shares through a reduction of capital, or to undertake a share buyback followed by cancellation, and only then issue fresh shares denominated in the replacement currency. That approach was administratively burdensome, costly and could have given rise to potentially adverse tax consequences. On 1 October 2009, the Companies Act 2006 (CA 2006) brought in a new statutory regime for the redenomination of a company’s share capital,...

By long-standing statutory rules, a limited company with share capital was allowed, most recently under the now-repealed Companies Act 1985 (CA 1985), to: convert some or all of its fully paid shares into stock; and reconvert any or all of its stock into fully paid shares of any denomination (CA 1985, s 121). Those powers had to be authorised by the company’s articles of association and each was to be exercised by a shareholders’ resolution passed at a general meeting. From 1 October 2009, when section 540(2) of the Companies Act 2006 (CA 2006) came into force, companies have been unable to convert shares into stock, unless such conversion was approved before that date. Nevertheless, where fully paid shares were turned into stock before 1 October 2009, the company may still reconvert that stock into fully paid shares of any nominal value, in line with CA 2006, s 620. The nature of stock Any quantity of fully paid shares in a...

This template is prepared on the footing that the drafter acts for the buyer. The warranties below are framed for a transaction where the Buyer: chooses to mirror pension entitlements for transferring Employees within the same pension scheme by executing a deed of substitution to participate and take on responsibility for the scheme, or agrees to accept a transfer of Employees’ past service benefits from the Seller’s pension scheme into its own scheme. You are strongly advised to engage a pensions specialist at the earliest opportunity. 1 Interpretation and definitions For the purposes of paragraphs 2 to 7 (inclusive): [ Employee means [ define as required, either by class or by naming individuals ]; ] Pension Scheme [s] mean[s] [ [ insert name(s) of scheme(s) ] OR any arrangement or practice for the payment of, or contributions towards, an annuity, pension, lump sum, gratuity or comparable benefit provided on retirement, long-term ill-health or death, or under a...