CA 2006, ss 974–991 contains provisions enabling or requiring an offeror, following a takeover offer, to acquire offeree shares for which acceptances have not been received or given under the offer. Also referred to as squeeze-out rights (an offeror’s right to compulsorily purchase the shares of non-assenting shareholders) and sell-out rights (non-assenting shareholders’ rights to require the offeror to purchase their shares), in each case on the same terms as the offer. The exercise of squeeze-out rights is dependent on the offeror having acquired or contracted to acquire at least 90% of the shares to which the offer relates and, if relevant, at least 90% of the voting rights carried by such shares. A minority shareholder may exercise sell-out rights if the offeror acquires 90% of all the offeree shares (and not just those to which the offer relates). These statutory provisions apply to both public and private UK companies wherever there is a 'takeover offer' as defined by the CA 2006. There is no requirement for the offer to be regulated by the Code.
Structuring a takeover: offers and schemes of arrangement—comparative timetables This document provides a comparative timetable distinguishing between takeovers by way of takeover offer and takeovers by way of a transfer scheme of arrangement. For a discussion of the options available for structuring an offer, and a comparison between takeovers by way of scheme of arrangement and takeovers by way of contractual offer, see Practice Note: Structuring a takeover—offers vs schemes of arrangement. For more detailed timetables for a takeover structured by way of offer or scheme, see: Timetable—offer and Timetable—scheme. References to Rules are to Rules of the Code. Date Takeover offer Scheme of arrangement Before D - 28 Provisionally book hearing dates with High Court. D - 29 Sign credit agreement—stage 1 CPs satisfied. No earlier than D - 28 Announce offer (content to comply with Rule 2.7). Announce scheme (content of scheme to comply with Rule 2.7 and Section 3(c)(i) of Appendix 7).Issue claim form in High Court with supporting documents (including scheme document).Sign credit.
Failure of gifts—ademption When applying the doctrines of ademption and abatement, a distinction is drawn between specific, general and demonstrative legacies. Classification of legacies The different types of legacies were explained in Walford v Walford as follows: 'Legacies are of three kinds: there is the specific legacy which is a specific res secured under the testator's Will on his death; and, of course it does not abate if the rest of the assets are insufficient for the payment of general legacies; but it has this disadvantage, that if the particular res which is the subject of the specific legacy disappears in the meantime then the legatee gets nothing. The class of legacy at the other extreme is a general legacy which comes out of the residence and which abates if the residue is insufficient, but which prima facie, under a rule of administration of the court, carries interest as from a year after the testator's death. There is an intermediate class of legacy, namely a demonstrative.
Schemes of arrangement—advantages and disadvantages In recent years, schemes have been the structure of choice for the majority of offerors implementing a takeover despite the prohibition of cancellation schemes in the context of a takeover and the removal of the incidental stamp duty advantages of a cancellation scheme. In H1 2023, 19 (76%) of the 25 firm offers announced were structured as schemes of arrangement and this popularity of schemes was prevalent across all deal sizes. For further details and analysis, see: Public M&A deals H1 2023—UK—Market Standards Trend Report. This Practice Note discusses the advantages and disadvantages, from the offeror’s perspective, of effecting a takeover by way of a scheme of arrangement as opposed to a contractual offer. For a more detailed look at the options available for structuring a takeover and at the principal features of offers and schemes, see Practice Note: Structuring a takeover—offers vs schemes of arrangement, which includes a summary table—Structuring a takeover—offers vs schemes of arrangement—Key advantages and disadvantages of offers.
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Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and.
Share purchase agreement—pro-buyer—individual sellers—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in Schedule 1 (together the Sellers), and 2 [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [Insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer), [(each of the Sellers and the Buyer being a Party and together the Sellers and the Buyer are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in[ England and Wales OR [insert country of incorporation]]. Details of the Company are set out in Schedule 2, Part A. (B) The Sellers are the legal and beneficial owners of the Sale Shares (as defined below), being in aggregate the entire allotted and issued share capital of the Company. (C) The Sellers have agreed to sell and the.
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Can a majority shareholder force a minority shareholder to transfer their shares (whether to that majority shareholder or a third party)? A majority shareholder in a company has limited options under English law to force a minority shareholder to transfer their shares: they must rely on the statutory mechanism of squeeze-out or a scheme of arrangement to effect the transfer or, in a worst-case scenario, resort to liquidating the company. For this reason, a majority shareholder in a company will typically contract with any minority shareholders to gain these rights, using suitably drafted shareholders’ agreements and/or bespoke articles of association. This Q&A assumes that no shares in the company in question are publicly traded. Squeeze-out: compulsory acquisition of shares under the Companies Act 2006 Where a proposed buyer makes a takeover offer (as defined in sections 974–976 of the Companies Act 2006 (CA 2006)) for shares in a company, CA 2006 provides the buyer with a right to acquire the shares held by those minority shareholders.
A statutory undertaker requires a right to lay cables across land. The land owner is insisting on what the statutory undertaker regards as unreasonable consideration. Does the statutory undertaker have compulsory purchase powers to acquire an easement or wayleave? Electricity Act 1989 Section 10(1) of the Electricity Act 1989 (EA 1989) provides two methods for electricity supply companies (which are licence holders under EA 1989) to obtain rights over land. The first is by compulsory acquisition of the necessary land or rights under EA 1989, Sch 3. The second is by acquisition of a ‘necessary wayleave’, pursuant to EA 1989, Sch 4. For further information, see Practice Note: Statutory wayleaves and rights of access. Compulsory acquisition Schedule 3 incorporates, with important adjustments, provisions of Part I of the Compulsory Purchase Act 1965. EA 1989, Sch 3, para 1 provides: '…the Secretary of State may authorise a licence holder to purchase compulsorily any land required for any purpose connected with the carrying on of the activities which he is authorised by.
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