Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Public to private definition

What does Public to private mean? Public to private describes converting a public company (plc) into a private limited company. In practice it covers (1) statutory re-registration and (2) M&A “take‑private” transactions where a listed plc is acquired, delisted and then re-registered as private. The phrase is descriptive; the underlying procedures are set out in statute. England & Wales, Scotland and Northern Ireland: under the Companies Act 2006, a plc may re‑register as a private company limited by shares by special resolution, with prescribed filings at Companies House (including amended articles and a statement of compliance). Statutory minority protections allow qualifying members to apply to court within...

UK public-to-private takeovers: managing employee share plans—Rule 15, rollovers, tax-advantaged schemes, corporation tax deductions, and post‑deal incentive structures (EBTs, PISCES, growth shares, phantom options)

Published by a LexisNexis Share Incentives expert

Practice notes

Structure of public-to-private takeovers

A public-to-private deal arises when an unlisted company purchases a listed company, causing the target to move into private ownership. Such transactions most often occur via a management buyout, in which senior executives of the listed business partner with a private equity house to acquire it.

The acquisition is ordinarily implemented as either:

a court-sanctioned scheme of arrangement of the listed company, or
a general offer for the listed company’s issued share capital

Commonly, a newly formed vehicle is created to effect the purchase.

The listed target will usually operate share incentive schemes linked to its shares, sometimes extending them beyond key executives to the wider workforce.

The buyer will wish to secure all existing shares in the listed target through the deal. Accordingly, the offeror must address how employees’ outstanding rights to acquire the target’s shares will be treated as part of the transaction. It is unlikely that the acquirer will...

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Web page updated on 22/05/2026

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