Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Share definition

What does Share mean? A share is a unit of ownership in a company used to allocate control and economic benefit among shareholders in corporate governance and transactions. Company law in the UK (Companies Act 2006) and Ireland (Companies Act 2014) sets the framework for shares and shareholder rights, though the precise rights arise from statute and the company’s constitution. Key features include: a bundle of rights (typically voting, dividends, information and a share of surplus on winding up); limited liability (exposure capped at any unpaid amount on partly paid shares); transferability subject to statutory and constitutional restrictions; and legal title evidenced...

Employee share schemes in UK takeover offers: Rule 15 obligations, due diligence, participant proposals, administration and tax for quoted companies

Published by a LexisNexis Share Incentives expert

Practice notes

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What are the offeror's obligations in relation to the target company's share plan participants?

If an offer is made for the shares of a listed company, the offeror must make a suitable offer or proposal to any person who holds rights to subscribe for, or options over, shares of the same class. For employee options, the Panel on Takeovers and Mergers regards it as normal that any offer or proposal should be at least the ‘see through value’ (meaning the offer price minus the exercise price) (Practice Statement 24, para 2(a)). This obligation covers both employees and former employees of the target group who have outstanding options and awards granted under the target’s employee share plans. All relevant documents, announcements and any other information relating to the offer should, where practicable, be sent to these share award holders at the same time as they are sent to the target’s existing shareholders. When making offers or proposals to share plan participants, the offeror must ensure that participants are treated equally. The offer document does not need to include the details of the proposals for share plan participants, but it must state clearly, and on terms ensuring equal treatment for participants, that...

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Web page updated on 21/05/2026

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