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 by UK listed companies: pre‑29 July 2024 regime—LR 5.6, Class 1, shell/SPAC suspension, cancellation and re‑admission, and Takeover Code [Archived]

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Practice notes

ARCHIVED:

This Practice Note is archived and no longer updated. A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity in commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other categories including shell companies, secondary listing and closed-ended investment funds. To deliver these reforms, the UK Listing Rules sourcebook was commenced and the prior Listing Rules sourcebook was withdrawn. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note records the regime before 29 July 2024 and is kept for background reference. It examines the regulatory tests that previously applied where a company with what was then a standard or Premium Listing undertook, or intended to undertake, a significant transaction treated as a Reverse Takeover, under the regime that existed immediately before 29 July 2024. It also addresses how the City Code on Takeovers and Mergers (Takeover Code) applies to a reverse takeover carried out by a party to such a deal, within scope of the regime, reflecting how the Takeover Code interacted with reverse takeovers under that framework at the relevant time...

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Web page updated on 21/05/2026

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