Reverse takeovers under UKLR 7 for commercial companies: classification, disclosure, sponsor, shareholder approval, cancellation/re‑admission, and interactions with the UK Market Abuse Regulation and Takeover Code
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Practice notes
This Practice Note sets out the key regulatory obligations that apply to a company admitted to the equity shares (commercial companies) category (sometimes also called the commercial companies category) when it undertakes, from time to time, or plans to undertake, a transaction treated as a reverse takeover under Chapter 7 of the UK Listing Rules, UKLR 7. In this Practice Note, for convenience, any reference to a listed company means a company listed in the commercial companies category.
A reverse takeover is, in essence, where a listed company, or its subsidiary, acquires a business, company or assets (the target) and, by reference to a set of prescribed class tests, the target is the same size as, or larger than, the listed company, or the deal effectively brings about a fundamental change to the listed company’s business, board or voting control.
Further, for practical help on the class tests and applying them to classify a transaction, see Practice Note: UK Listing Rules class tests—fundamentals.
Applicable law and guidance: reverse takeovers
The following sources of regulation and guidance are relevant to a company in the commercial companies category undertaking a reverse takeover:
- Chapter 4 of the UK Listing Rules (UKLR 4) on...
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Web page updated on 22/05/2026
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