It is reported that approximately 70 companies have left the London Stock Exchange so far in 2025. Persistent low liquidity, particularly for smaller growth companies, continues to drive boards and shareholders to re-evaluate the benefits of remaining listed. For many such companies, thin trading volumes limit access to new equity capital, while the costs and regulatory burdens of being listed remain significant. Added to this, is the ongoing scrutiny from public market investors without the benefits that public markets are supposed to offer.

An example this month was Induction Healthcare Group plc, an AIM-listed provider of patient management and remote appointment software to the NHS. Aalto Capital acted as both Financial Adviser and Rule 3 Adviser to Induction Healthcare in connection with its recommended all-cash acquisition by VitalHub Corp., a Toronto-listed healthcare technology provider. The transaction was structured as a scheme of arrangement under Part 26 of the UK Companies Act 2006, following approval by shareholders and the Court.

One of the less publicly discussed, but highly significant, aspects of any take-private transaction is the decision making responsibilities required at board level. Private company boards often operate under a concentrated ownership structure, with decision-making led by founders or a small group of major investors who are able to act quickly. By contrast, public company boards must carefully assess any offer in the context of their fiduciary duties and their responsibility to represent the interests of all shareholders.

This means that when evaluating an approach, public company boards must engage in a structured and fully documented decision-making process. This includes receiving independent financial advice, obtaining legal counsel, preparing detailed board papers, consulting with the Takeover Panel where appropriate, and ensuring that all decisions are made with full regard to the requirements of the UK Takeover Code.

Confidentiality and market integrity are also critical. The risk of information leaking into the market is a constant concern, and strict protocols must be in place to ensure that there are no leaks prior to the 2.7 announcement, which is a firm intention to make an offer.

As Financial Adviser and Rule 3 Adviser to the board, Aalto Capital’s role was to provide impartial advice on the financial terms of the offer and to assist the directors in discharging their responsibilities under the Takeover Code. This included advising the board on whether the financial terms of the offer were fair and reasonable, assisting in the preparation of required disclosures, and supporting the board through the shareholder engagement and approval process.