A guide to take-private transactions of offshore entities on the London Stock Exchange

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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:

Table offshore entities on London Stock Exchange Nov 2024

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.