Public to private (PTP) guideline

The Corporate Finance Faculty launched its best practice guideline – Public to Private (PTP) Transactions – last month at a breakfast networking event at Chartered Accountants’ Hall.

The guideline, produced by the faculty and co-authored by faculty member firms PwC and Travers Smith, has been written to provide support for professionals navigating the complexities of a PTP transaction. Aimed at boards, investors and advisers, it provides clarity and transparency, and outlines best market practice.

The event included a panel discussion and contributions from Dan Gallagher, head of corporate finance in the UK at PwC; Joseph Katz, partner in PwC’s healthcare M&A team; Ben Lowen, partner in Travers Smith’s corporate M&A and equity capital markets group; Jonathan Raggett, corporate finance director at PwC; and Spencer Summerfield, the former head of corporate at Travers Smith, who is now a senior consultant at the law firm.

The event also included a discussion on PTPs between KPMG corporate finance partner Helen Roxburgh and Omar Faruqui, director general of the Takeover Panel.

Since the publication of the faculty’s 2021 guideline, the regulatory environment surrounding UK takeovers has undergone some important changes, prompting this update. “Recent reforms to the UK Takeover Code have reshaped the jurisdictional boundaries of the regime, reflecting the intention to provide greater clarity and certainty for market participants,” said ICAEW head of corporate finance David Petrie.

From 3 February 2025, the Code’s scope narrowed to just UK-registered companies with securities admitted to trading on UK regulated markets or trading facilities, thereby getting rid of the longstanding residency test. It is one of the most significant structural Code changes in more than a decade.

Other reforms included amendments to Rule 21, governing restrictions on frustrating actions, and clarification as to how boards may continue business-as-usual during an offer period. The definition of acting in concert has been refined, raising the presumed ‘concertedness threshold’ between affiliates to 30%, effectively codifying market practice.

New technical committee chair

Amrit Mahbubani, managing director of investment banking at Panmure Liberum, has become chair of the ICAEW Corporate Finance Faculty’s technical committee. He succeeds EY director Chris Jarvill, who spent two years as chair and 17 years on the committee.

Mahbubani joined Panmure Gordon four years ago (before the firm merged with Liberum Capital), as director in corporate advisory. He came from the FCA, where he was a senior associate in the listing transactions department for four years, responsible for oversight of primary market regulatory compliance with the UK Listing Regime and Prospectus Directive and the Market Abuse Regulation. He started his career with EY in 2011, training as an ACA in the audit practice before joining the capital markets team.