- within Accounting and Audit, Immigration and Insurance topic(s)
Key Takeaways
- Hundreds of entities listed on the London Stock Exchange
("LSE") are incorporated in
jurisdictions such as Jersey, Guernsey, Bermuda, the British Virgin
Islands ("BVI") and Cayman
Islands.
- The first half of 2024 has shown signs of recovery in UK public
M&A activity, with 42 firm offers compared to 60 in the entire
year of 2023 which reflects a wider sentiment in the market that UK
equities remain undervalued and therefore an attractive value
proposition.
- Download our guides which outline the main legal mechanisms for implementing take-private transactions as well as some practical tips that transaction parties might want to consider.
Of the approximately 1,718 entities listed on LSE, 207 are incorporated in Jersey, Guernsey, Bermuda, BVI and Cayman Islands. The breakdown is as follows:
Several Jersey, Guernsey, Bermuda, BVI and Cayman entities are
also listed on other stock exchanges. For example, on the Hong Kong
Stock Exchange, there are approximately 453 Bermuda-incorporated
listed entities and 1,552 Cayman Islands-incorporated
entities.
In the first half of 2024, UK public M&A showed signs of
returning to levels last seen in the second half of 2022. During
this period, there were 42 firm offers compared with 60 in the
whole of 2023. The momentum from the first half of the year
continued through the traditionally quieter summer period, with
several high-profile announcements including the £5.4 billion
takeover of Hargreaves Lansdown by CVC Capital Partners.
What the briefings cover
Our Corporate M&A teams across our global network regularly act for bidders and targets in take-private transactions. In this series of guides, we consider the main legal mechanisms for implementing take-private transactions for Jersey, Guernsey, BVI, Bermuda and Cayman companies listed on the LSE using (i) a members' scheme of arrangement; and (ii) a statutory merger under the following laws:
- The Companies (Jersey) Law 1991 ("Jersey Companies Law")
- The Companies (Guernsey) Law, 2008 (as amended) ("Guernsey Companies Law")
- The BVI Business Companies Act, 2004 ("BVI Companies Law")
- The Companies Act (as revised) of the Cayman Islands ("Cayman Companies Law")
- The Companies Act 1981 of Bermuda ("Bermuda Companies Law")
It's worth noting that takeover offers of Jersey, Guernsey,
Bermuda, BVI and Cayman companies are permissible in each
jurisdiction. The provisions under the companies law of these
jurisdictions closely mirror the equivalent provisions of the
Companies Act 2006 ("UK Companies Law").
As takeover offers are rare in our jurisdictions our guides will
not address this method of implementation in any detail with the
focus instead being on members' schemes of arrangements and
statutory mergers.
For the purposes of the guides, it's also important to note
that the City Code on Takeovers and Mergers
("Code") applies to Jersey and Guernsey
companies in certain circumstances. Therefore, the takeover panel
will not have jurisdiction over transactions where the listed
target is incorporated in BVI, Bermuda or Cayman.
Download our guides now
Please click the links to download our take-private guides with the latest legal developments for:
- Jersey (download here)
- Guernsey (download here)
- Bermuda (download here)
- British Virgin Islands (download here)
- Cayman Islands (download here)
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
