Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Tender Offer definition

What does Tender Offer mean? A tender offer is a company’s invitation to its existing shareholders to sell (tender) some or all of their shares back to the company for cash, usually at a stated price and during a defined offer period. In UK and Irish practice it is a descriptive term, not defined in legislation or the Takeover Code, and is typically used for an issuer share buy-back. Key features include: shareholder approval of the off-market buy-back contract by special resolution (UK Companies Act 2006; Irish Companies Act 2014); funding from distributable profits or other permitted sources; compliance with Listing Rules (for...

Voluntary, Partial and Tender Offers under the City Code on Takeovers and Mergers: structure, terms, acceptance, procedures and Panel consent

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Practice notes

The contractual nature of a takeover offer

There are two primary routes for an offeror to execute a public takeover of an English company:

making a takeover offer to the offeree’s shareholders for all the shares in its equity share capital (or a particular class), as described in section 974 of the Companies Act 2006 (CA 2006); or
using a scheme of arrangement under Part 26 CA 2006, whereby the offeree company puts a proposal to its shareholders and/or creditors.

Offers and schemes are each governed by the City Code on Takeovers and Mergers (the Code), although the procedures differ in several fundamental ways.

This Practice Note centres on takeovers structured as contractual offers, including bids for only part of an offeree’s share capital. For material on schemes of arrangement, see Practice Notes: Schemes of arrangement—nature and key statutory requirements and Schemes of arrangement—advantages and disadvantages.

Offer

A takeover offer proceeds according to ordinary contractual principles...

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Web page updated on 22/05/2026

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