C2C1Part 20Private and public companies
Pts. 1-39 (except for Pt. 7 and ss. 662-669), 45-47 extended (12.5.2011) by The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011 (S.I. 2011/1265), art. 5(1), Sch. 1 para. 2
Chapter 1Prohibition of public offers by private companies
755Prohibition of public offers by private company
1
A private company limited by shares or limited by guarantee and having a share capital must not—
a
offer to the public any securities of the company, or
b
allot or agree to allot any securities of the company with a view to their being offered to the public.
2
Unless the contrary is proved, an allotment or agreement to allot securities is presumed to be made with a view to their being offered to the public if an offer of the securities (or any of them) to the public is made—
a
within six months after the allotment or agreement to allot, or
b
before the receipt by the company of the whole of the consideration to be received by it in respect of the securities.
3
A company does not contravene this section if—
a
it acts in good faith in pursuance of arrangements under which it is to re-register as a public company before the securities are allotted, or
b
as part of the terms of the offer it undertakes to re-register as a public company within a specified period, and that undertaking is complied with.
4
The specified period for the purposes of subsection (3)(b) must be a period ending not later than six months after the day on which the offer is made (or, in the case of an offer made on different days, first made).
5
In this Chapter “securities” means shares or debentures.
Pts. 1-39 modified (31.12.2020) by Regulation (EC) No. 2157/2001, Art. AAA1(3) (as inserted by The European Public Limited-Liability Company (Amendment etc.) (EU Exit) Regulations 2018 (S.I. 2018/1298), regs. 1, 97 (with regs. 140-145) (as amended by S.I. 2020/523, regs. 1(2), 5(a)-(f)); 2020 c. 1, Sch. 5 para. 1(1))