What are public to privates and what is the governing regulatory regime?


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert
Practice notes

What are public to privates and what is the governing regulatory regime?


Published by a ÀÏ˾»úÎçÒ¹¸£Àû Corporate expert

Practice notes
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This Practice Note explains what a Public to private (P2P) transaction is and the applicable UK regulatory regime. It also considers specific issues a P2P transaction may give rise to under the City Code on Takeovers and Mergers (Code) and considers Directors’ duties.

Public to private transactions

Types of public to private transactions

A public to private transaction (also known as a 'P2P' transaction or a 'take private' transaction) usually involves an offer for the entire Share Capital of a listed target company (the offeree) by a new company specifically incorporated to act as the bid vehicle (Bidco) owned by a private equity firm and members of the offeree's management team (offeror). The offeree will usually be de-listed (ie from the Main Market or AIM) and re-registered as a private company.

Typically, the private equity fund would take a majority stake in Bidco (as it would want full control of it) but a small percentage of shares in Bidco would be offered to the relevant members of the offeree's management team

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Jurisdiction(s):
United Kingdom
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Key definition:
Public to private definition
What does Public to private mean?

The re-registration of a public company limited by shares as a private company limited by shares or by a private company limited by guarantee.

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