Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Schemes of arrangement definition

What does Schemes of arrangement mean? A scheme of arrangement is a court‑supervised mechanism for compromising or arranging the rights of a company’s creditors or members (or any class of them), typically used to restructure debt, reorganise share capital or implement a takeover via a members’ scheme. In the UK, schemes are governed by Part 26 of the Companies Act 2006; in Ireland, by Part 9, Chapter 1 of the Companies Act 2014. Key features include: the court directing class meetings; class composition based on legal rights; approval by the statutory majorities in each class (including at least 75% in value of those present and...

UK public takeovers: choosing between offers and schemes—key differences on control, documentation, approval thresholds, timetable, and the 2026 prospectus regime

Published by a LexisNexis Corporate expert

Practice notes

This Practice Note sets side by side and contrasts the attributes of the two most widely and frequently used deal structures for acquiring a UK Public limited company (or any company subject to the City Code on Takeovers and Mergers (Code), referred to as the Code), namely takeover offers and Schemes of arrangement, and explores the principal distinctions between them. This Practice Note also contains a summary table: Key advantages and disadvantages of offers and schemes; for a fuller discussion of the pros and cons, from an offeror’s viewpoint, of completing a takeover via a Scheme of Arrangement, see Practice Note: Schemes of arrangement—advantages and disadvantages.

Offers and schemes

There are two core routes to carry out a takeover of a UK public company:

by means of a contractual takeover offer under section 974 (offer) of the Companies Act 2006 (CA 2006)
by means of a scheme of arrangement under CA 2006, Pt 26 (scheme)

Although takeovers of a UK public company pursued under either route fall within the scope of the Code, the two approaches exhibit materially different features. Note that the acquisition of a private or Unquoted company is ordinarily implemented through a contractual arrangement documented in a sale...

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Web page updated on 21/05/2026

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