Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Securities definition

What does Securities mean? In legal practice, securities are tradable instruments that evidence ownership or debt, typically shares, bonds/debentures, and related instruments (for example, warrants), used in corporate finance and capital markets transactions. The term is used across multiple legal contexts and is often defined by statute. In the UK, under the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO), “securities” denotes a grouping of specified investments (for example, shares, debentures, government and public securities, warrants and certificates representing certain securities), distinct from “contractually based investments” and “other investments.” Separately, UK regulation and EU-derived frameworks use “transferable securities” (a MiFID/Prospectus...

Securities Exchange Offers in UK Takeovers: Takeover Code Triggers, Structuring Rationale, and Key Issues under the New Prospectus Regime, UK Listing Rules and Companies Act 2006

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Practice notes

This Practice Note outlines the key issues that arise on a takeover carried out through a Securities exchange offer. It sets out when a securities exchange offer is required under the City Code on Takeovers and Mergers (Code), why parties might select this structure, and the principal legal and regulatory matters to address.

When is a securities exchange offer required?

In certain cases, the Code requires an offeror to structure its takeover as a securities exchange offer. Rule 11.2 states that where an offeror, together with anyone Acting in concert, acquires by securities exchange interests in Shares of any class carrying 10% or more of that class in issue either:

during an offer period,
or in the three months prior to the commencement of an offer period,

such securities will normally have to be offered to all other holders of that class. The Takeover Panel (Panel) may require a securities exchange offer in other circumstances. However, that discretion will not, as a rule, be exercised unless the vendors of the relevant shares, or other parties to the transactions giving rise to the interests, are...

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Web page updated on 21/05/2026

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