As a PLC you are likely to have an army of expensive corporate finance advisors knocking at your door to advise you on takeovers, mergers and share buybacks. What you may not have is a cost effective corporate finance team who are experts in buying and selling businesses with turnovers in the sub £20m category.
You will be aware of all the acquisition targets who are already PLC’s or businesses being touted by their private equity partners. Often the more interesting businesses are those private businesses that have grown without publicity and detailed public accounts which now occupy niche areas with limited competition. Many of these businesses have reached the capacity and appetite of their management teams and would benefit from the resources of a larger organisation. However, they can be very difficult to identify and engage with.
We conduct targeted acquisition searches using information tools and our network of advisors and management teams who are active in this sector. Alternatively you may have a non-core division or subsidiary that you wish to divest either to management or to third parties.
We support both corporate and private clients through the full lifecycle of public company deals. Whether acting as the offeror or as a Rule 3 adviser to an offeree, our experience spans:
- Structuring takeover offers (cash, share, or hybrid) via open offers or court-approved schemes;
- Drafting public offer documents and handling offer processes including RNS announcements;
- Advising on hostile or voluntary approaches—both recommended and mandatory (Rule 9);
- Guiding decisions on approach tactics, funding certainty, and deal structuring;
- Navigating board-level engagement, shareholder outreach, and auction-style processes; and
- Delivering valuation, funding, and communications strategies—including defensive measures against hostile bids.
Using robust M&A fundamentals, we orchestrate sales of non-core assets or divisions—working with advisers and Nomads to ensure seamless execution within regulatory boundaries.
Even if a company is not actively traded, there are certain circumstances where it remains governed by the Takeover Code if it is a public company or was previously listed . The rules governing unlisted companies changed in February 2025.
Our team advises on managing these complexities—often critical for preserving deal momentum and corporate value.
Required under Rule 3.1 of the Takeover Code
Provides independent financial advice to the target company board during a takeover bid
Ensures that shareholders receive an objective opinion on the fairness and reasonableness of the offer.
Key reasons for appointment
- Protects shareholders’ interests through impartial analysis
- Assists the board in evaluating financial implications of the bid
- Ensures compliance with Takeover Panel rules and best practices
- Scrutinises funding and structure of the offeror’s proposal
February 2025
Code now applies to UK-registered companies that are either:
- UK-quoted (listed on a UK regulated market, UK MTF such as AIM, or stock exchanges in the Channel Islands/Isle of Man), or
- Recently UK-quoted—i.e., were UK-quoted and delisted within the previous two years.
Transition & run-off periods
A two-year transition period applies from 3 February 2025 to 2 February 2027 for companies that were in scope before the change—termed “transition companies”.
Following this period, the Code ceases to apply to those transition companies, except as limited by run-off periods (e.g., for companies that cease to be quoted).
Who still requires a Rule 3 adviser
- Active or recently (within 2 years) UK-quoted targets
- Transition companies engaging in takeover activity before 2 February 2027
Who no longer requires formal advice
- Private/public companies that have not been UK-quoted in the last two years, after 2 February 2027
- Companies that never met the revised in-scope criteria, so any takeover may occur outside of Code supervision
Why this matters for Rule 3 advice
- Clarity of obligations: Targets must confirm whether they remain Code-applicable before engaging advisers.
- Time-sensitive compliance: Transition companies must seek Rule 3 advice before February 2027, or fallback to non-Code structures.
- Transparency duty upon delisting: Listing decisions now trigger a two-year window to prepare alternate shareholder protections or Wall governance.
February 2025 marks a major refocus of Code jurisdiction as the rules previously covered former public companies that were delisted within a 10 year period.
