Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Reverse Takeover definition

What does Reverse Takeover mean? A reverse takeover is a deal where a listed company buys a business, unlisted company or assets but, in substance, the sellers end up controlling the listed company—commonly used as a back‑door route to listing. In UK and Irish practice the term is defined by market rulebooks (FCA Listing Rules for the Main Market, the AIM Rules, and Euronext Dublin/Euronext Growth rules), not by statute or case law. A reverse takeover typically occurs where any class test percentage ratio is 100% or more, or the acquisition (alone or with related acquisitions within 12 months) would result in a fundamental change to...

Reverse takeovers under AIM: Rule 14 requirements, class tests, aggregation, shareholder approval, suspension and re-admission, Rule 15 cash shells, nomad duties, UK MAR and Takeover Code considerations

Published by a LexisNexis Corporate expert

Practice notes

This Practice Note concentrates on the regulatory obligations in the AIM Rules for Companies (AIM Rules) that apply to an AIM company undertaking a transaction categorised as a Reverse Takeover. Under the AIM Rules, a reverse takeover broadly involves an AIM company acquiring a business, company or assets (the target) where the target exceeds the size of the AIM company itself, or where the deal would lead to a fundamental alteration in the AIM company’s business, board or voting control...

There are parallel provisions on reverse takeovers in the UK Listing Rules issued by the Financial Conduct Authority (FCA) for entities on the Official List. The listed company regime is, in general, more prescriptive than the framework that governs AIM companies...

Key provisions

The principal Requirements that an AIM company must observe when undertaking a reverse takeover are contained in Rule 14 of the AIM Rules...

Definition of a ‘reverse takeover’ under the AIM Rules

Rule 14 of the AIM Rules defines a reverse takeover as any acquisition or acquisitions in a 12 month period which:

exceed 100% in any of the class tests
result...

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Web page updated on 21/05/2026

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