Reverse Takeover meaning

ARCHIVED: This Practice Note is archived and is no longer maintained.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 The UK Listing Rules sourcebook came into force to deliver these changes, while the Listing Rules sourcebook was revoked.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...

Practice Note This Practice Note sets out the matters that may arise on a private M&A deal (whether implemented as a share acquisition or an asset acquisition) where a counterparty is a company whose shares are listed in the equity shares (commercial companies) category or in the transition listing category on the Financial Conduct Authority’s (FCA) Official List and are admitted to trading on the main market for listed securities (Main Market) or admitted to trading on AIM. It also addresses points common to all public companies, whether exchange-listed or not. In these scenarios, the buyer and/or seller may need to release suitable market announcements containing certain mandated enhanced disclosures. Where the deal amounts to a reverse takeover (see below) and the purchaser is a listed company, the purchaser may have to dispatch an explanatory circular to shareholders and secure their approval for the acquisition at a general meeting (that approval will become a condition to completion and therefore influence the timing of the acquisition). The principal additional procedures...

This Resource Note summarises the core provisions of Rule 21 of the City Code on Takeovers and Mergers (the Code). It covers the limits on an offeror taking frustrating action in connection with an offer, and the approach to inducement fees and other offer-related arrangements. Rule 21 also mandates that competing offerors are given equivalent information, and that the offeree’s independent directors receive all information supplied to external finance providers in a management buy-out. It signposts relevant materials, commentary and guidance from the Panel on Takeovers and Mergers (the Panel), alongside Lexis+® UK analysis and resources, to provide practical direction on the interpretation and application of Rule 21... Materials covered in this Resource Note include: Practice Statements issued by the Panel Executive (the body responsible for the day-to-day supervision and regulation of takeovers) (Executive), offering informal guidance on how the Executive typically interprets and applies the Code Panel Statements issued by the Panel (P/S) and Panel Instruments Public Consultation Papers (PCP) and Response Statements...

Definitions Include the following definitions as applicable in Precedent: Offer document—definitions (Appendix 5): New Offeror Shares • the [ Offeror ] shares intended to be issued to [ Offeree ] Shareholders in accordance with the terms of the Offer [ Offeror Prospectus • the prospectus for [ Offeror ] to be published regarding the New Offeror Shares to be issued in relation to the Offer ] Offeror Shares • the ordinary shares of [ insert number ] each in the capital of [ Offeror ] If the issue of the New Offeror Shares will require shareholder approval, replace the existing definition of ‘Offeror Shareholder Resolutions’ in Precedent: Offer document—definitions (Appendix 5) with the following: [ Offeror ] Shareholder Resolutions • such resolutions as are necessary or, in the opinion of [ Offeror ], desirable to approve, give effect to and implement the Offer, including a resolution or resolutions to authorise the allotment of the New Offeror Shares...

This agreement is entered into on [ insert day and month ] 20[ insert year ]. Parties [ Insert name of offeror ], incorporated in [ England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] (the Offeror); and [ Insert name of offeree ], incorporated in [ England and Wales ] under number [ insert company number ], with its registered office at [ insert address ] (the Offeree). Recitals: (A) The Offeror proposes to make a recommended [ pre-conditional ] offer for the whole of the issued and to be issued ordinary share capital of the Offeree [ , excluding any shares held in treasury, ] (the Acquisition), on and subject to the terms and conditions set out in the Announcement...