Powered by Lexis+®
Jurisdiction(s):
United Kingdom
CASE STUDY

“We rely on LexisNexis to give us a definitive answer, quickly and reliable every time so that we can be confident in the advice we use to help our clients.”

Shelter

Access all documents on Partial offer

Partial offer meaning

What does Partial offer mean?
In takeover practice, a partial offer is a public bid to acquire less than 100% of an offeree company’s issued share capital. It is a Code concept (not statutory), governed in the UK by the Takeover Code (Rule 36) and applied in broadly the same way under the Irish Takeover Rules. Panel consent is required before any partial offer. The offer is made to all holders of the relevant class and proceeds like a full takeover offer: it must include a full offer document and a form of acceptance, and specify the maximum number or percentage of shares the bidder seeks. If acceptances exceed that limit, they are typically scaled down pro rata. Depending on the circumstances (for example, where the bidder and concert parties would reach or exceed the Rule 9 mandatory offer threshold of 30% voting rights), additional requirements may apply, such as approval by independent shareholders. Practically, where permitted by the Panel, a tender offer is often quicker and cheaper than a partial offer. Terminology and effect are consistent across England & Wales, Scotland and Northern Ireland; Ireland operates a substantially similar regime under the Irish Takeover Rules.
Speed up all aspects of your legal work with tools that help you to work faster and smarter. Win cases, close deals and grow your business–all whilst saving time and reducing risk.

View the related News about Partial offer

NEWS
LSB’s green ratings for SRA cover October 2022–May 2023 only; enforcement unassessed; Axiom Ince and Post Office excluded; backlog progress noted (England and Wales)

The SRA was judged to offer 'sufficient' assurance against two benchmarks: 'well-led' and an 'effective approach to regulation'. The board has shifted to a traffic light system, grading regulators as delivering 'sufficient', 'partial' or 'insufficient' assurance. However, the LSB, the body supervising the regulation of lawyers in England and Wales, noted that its review spanned only October 2022 to May 2023. As a result, then, 'significant events for the sector' sat beyond the review window. The SRA's August 2023 intervention into Axiom Ince, together with the board's subsequent look at the steps preceding that move, are excluded. Nor did the LSB consider the possible extent of solicitors' involvement in the miscarriages of justice central to the Post Office scandal. The oversight regulator also gave no explanation for limiting the assessment to eight months rather than a full year during the period under review...

Read More Right Arrow
NEWS
UK competition update: CMA remittal final report—divestiture to unwind Spreadex/Sporting Index; FIS/TSYS Phase 1; CAT dismisses Yew Freight; Kelkoo partial withdrawal (19 September 2025)

Mergers CMA publishes final remittal report on Spreadex/Sporting Index deal; completed deal now fully reversed The CMA has released its remittal final report and related determinations arising from its phase 2 review of Spreadex Limited’s (Spreadex) completed purchase of the B2C business of Sporting Index Limited (Sporting Index). Both Spreadex and Sporting Index offer UK customers fixed-odds betting and sports spread betting. Spreadex additionally operates in financial spread betting and in casino betting. They remain the sole providers of licensed online sports spread betting in the market, and the CMA concluded that residual competitive pressure on the parties post-merger outside that market segment—whether from unlicensed sports spread betting operators, financial spread betting firms, or fixed-odds sports betting providers)—are weak according to its assessment...

Read More Right Arrow

View the related Practice Notes about Partial offer

PRACTICE NOTES
CPR Part 36 offers: drafting, validity, scope and timing—interest, partial issues, multi-party cases, service and disclosure, and leading authorities (England and Wales)

This Practice Note outlines the required contents of a Part 36 offer, identifies to whom the offer must be directed, and highlights the additional stipulations for a defendant’s Part 36 proposal. It also explains how to make a Part 36 offer confined to part of the claim or focused on a specific issue within the claim. The Note addresses offers in proceedings with multiple parties, the need for a relevant period of at least 21 days, and the treatment of interest. It further considers situations involving a litigant in person, as well as the inclusion of a non-monetary element within a Part 36 offer... What a Part 36 offer must include A compliant Part 36 offer does not have to be presented in a letter; a party may instead use Form N242A (CPR PD 36, para 1.1)...

Read More Right Arrow
PRACTICE NOTES
Voluntary, Partial and Tender Offers under the City Code on Takeovers and Mergers: structure, terms, acceptance, procedures and Panel consent

The contractual nature of a takeover offer There are two primary routes for an offeror to execute a public takeover of an English company: making a takeover offer to the offeree’s shareholders for all the shares in its equity share capital (or a particular class), as described in section 974 of the Companies Act 2006 (CA 2006); or using a scheme of arrangement under Part 26 CA 2006, whereby the offeree company puts a proposal to its shareholders and/or creditors. Offers and schemes are each governed by the City Code on Takeovers and Mergers (the Code), although the procedures differ in several fundamental ways. This Practice Note centres on takeovers structured as contractual offers, including bids for only part of an offeree’s share capital. For material on schemes of arrangement, see Practice Notes: Schemes of arrangement—nature and key statutory requirements and Schemes of arrangement—advantages and disadvantages. Offer A takeover offer proceeds according to ordinary contractual principles...

Read More Right Arrow
PRACTICE NOTES
City Code on Takeovers and Mergers Rule 9 Mandatory Offers: Thresholds, Triggers, Concert Parties, Chain Principle, Dual Class Shares, Waivers, Pricing, Terms and Enforcement

Prepared with input from Rebecca Cousin of Slaughter and May on market practice. The nature of a mandatory offer Takeover bids are most often voluntary: the offeror decides to seek control of a company (or a particular class of its shares) after careful thought and planning, and—subject to certain limits—selects the consideration to be provided and the conditions to be included (see Practice Note: Voluntary, partial and tender offers). By contrast, one of the Code’s most familiar provisions, Rule 9, obliges an individual (or persons acting in concert) to make a takeover offer for a company within the scope of the Code once that person’s holding (or their aggregate holdings) in that company pass specified thresholds. This is described as a mandatory offer, or a Rule 9 offer. Mandatory offers are relatively uncommon in practice, as they are generally regarded as something to steer clear of. For details of which companies fall within the Code, see Practice Note: The Panel and the regulatory framework of takeovers—Companies subject...

Read More Right Arrow

View the related Precedents about Partial offer

PRECEDENTS
Client letter precedent: defendant's Part 36 offer for partial settlement, made less than 21 days before trial - options and costs (England and Wales)

Note: This Precedent does not address in any way CPR 36 rules that apply solely to fixed costs cases. For guidance on Part 36 offers in fixed costs cases, refer to Practice Notes: Part 36 offers—fixed costs (position prior to 1 October 2023) and Part 36 offers—fixed costs (position on or after 1 October 2023). Private and confidential [ Insert name and address of addressee ] [ insert date ] Dear [ insert name of client—claimant ] [ Insert case heading ] Further to our discussion, I have now received a ‘Part 36 offer’ from [ insert name of defendant ], and I enclose herewith a copy. This letter is intended to assist you in deciding whether to accept the proposal; accordingly, I have set out below what a Part 36 offer is, what the defendant has proposed to you, and the potential consequences of accepting or declining it. [ After reading this letter, please contact me promptly so that we can discuss matters further and help...

Read More Right Arrow