Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Unquoted company definition

What does Unquoted company mean? In practice, an unquoted company is a company whose shares are not listed on a recognised stock exchange. For specified provisions of the Companies Act 2006, “quoted company” is defined in s 385(2) as one whose equity share capital is included on the UK Official List (under FSMA 2000, Part 6), officially listed in an EEA state, or admitted to dealing on the New York Stock Exchange or Nasdaq. An unquoted company is any company that does not meet that definition for those provisions. Key legal significance: - Not subject to the UK Listing Rules or the FCA’s Disclosure Guidance...

UK private and unquoted public company takeovers outside the Takeover Code: structuring, FSMA financial promotions (FPO Arts 62/64), squeeze-outs, drag-along rights and key documents

Published by a LexisNexis Corporate expert

Practice notes

Acquiring a private or Unquoted company is usually executed via a contractual deal set out in a sale and purchase agreement between the seller(s) and the buyer. This Practice Note considers how an acquisition of an unquoted company (the target) may alternatively be implemented by an offer, when that route might be chosen, the principal documentation required, and the key legal, regulatory and commercial considerations. It also addresses the application of the Financial promotion regime to approaches made to target shareholders and to offers for unquoted companies. This Practice Note does not address offers for listed or quoted companies carried out under the General Principles and detailed Rules contained in the City Code on Takeovers and Mergers (the Code) under the supervision of the Takeover Panel (the Panel) (see generally: Terms and conduct of an offer—overview).

Structuring an acquisition—offer or agreement?

There are circumstances in which it may be necessary or convenient to structure the purchase of a private or unquoted public company as a takeover offer rather than a sale and purchase agreement, including:

where the transaction falls within the scope of the Code...

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Web page updated on 22/05/2026

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