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...

Public-to-Private Takeovers in the UK: Offers and Schemes, City Code Rules, Companies Act 2006 Duties, Management Incentives, Financing and Recent Trends

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Practice notes

This Practice Note outlines what constitutes a Public to private (P2P) deal and the relevant UK regulatory framework in brief. It also highlights particular matters a P2P can trigger under the City Code on Takeovers and Mergers (the Code) and addresses, among other things, Directors’ duties.

Public to private transactions

Types of public to private transactions

A public to private transaction (also referred to as a 'P2P' or a 'take-private' transaction) typically entails an offer for the entire issued Share Capital of a listed target company (the offeree) by a newly formed company established to act as the bidding vehicle (Bidco), owned by a private equity firm and members of the offeree’s management team in tandem (the offeror). The offeree will ordinarily be de-listed (for example, from the Main Market or AIM) and ultimately re-registered as a private company. Generally, the private equity fund will take a majority interest in Bidco (seeking full control), while a small proportion of Bidco shares is offered to the relevant members of the offeree’s management as an incentive to help the business succeed. The acquisition of the offeree through Bidco is usually financed, in part or in full, via equity subscriptions into Bidco. It...

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Web page updated on 21/05/2026

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