Mini-tender Offers: Protection for Shareholders

Debate between Baroness Altmann and Lord Stockwood

Wednesday 15th July 2026 Lords Chamber

[Baroness Altmann]

To ask His Majesty’s Government what steps they are taking to protect shareholders in major British firms from being targeted by mini-tender offers which seek to enable unauthorised overseas firms from buying shares from vulnerable share- holders below their market value.

[The Minister of State, Department for Business and Trade and HM Treasury (Lord Stockwood) (Lab)]

My Lords, the Government are committed to promoting the culture of retail investment. We are concerned by reports of shareholders being targeted by unsolicited offers to sell their shares below market value. Share- holders should exercise caution and carefully consider any such offer. The law is also clear: communications relating to the buying and selling of shares must be fair, clear and not misleading. We will continue to work with the FCA to monitor risk and ensure that investors remain appropriately protected.

[Baroness Altmann (Non-Afl)]

My Lords, I thank the Minister for his Answer, but there is no way that the offer can be considered fair. It cannot be justified as being in the shareholders’ interests. It does not mention that Aviva has its own small shareholder dealing service, for example. The gaps in shareholder protection that are allowing this cynical exploitation of vulnerable elderly people, who often received shares in the 1980s and 1990s demutualisations and denationalisations, seem to be a real loophole that we need to close. I would be grateful if the Minister would meet me while the Financial Services and Markets Bill is going through the House to see whether we can offer better protection. The courts have not protected, the data protection laws have not protected, and the FCA is merely looking at whether the law is broken. If not, we need to change that protection.

[Lord Stockwood (Lab)]

My Lords, I will of course be happy to meet the noble Baroness. As I hope we are showing through the process on that Bill, we are trying to rightsize our regulation to ensure that it is appropriate.

I will not comment too much on this particular case. The CEO of the FCA is committed to doing a thorough assessment. We have to be careful about what is regarded as a fair market price for products. The market assessment and the ability to make an offer, and making sure that those financial promotions are appropriate, should be absolutely clear and within the remit of the FCA. An under market price could sometimes be appropriate if there is no liquidity in that market, but I agree with the noble Baroness: we need to look at this specific instance to make sure that there is no wrongdoing. We believe that the FCA has the right process to be able to do that.

--- Later in debate ---

[Lord Stockwood (Lab)]

I have become well aware of the noble Baroness’s interest in this issue. I am certainly not going to speak for a Prime Minister before he is appointed next week, but this really matters to this Government. My belief is that there will be a continuation of the strategy to ensure that we protect entrepreneurs’ interests, make the economy grow and make the UK increasingly attractive, particularly relative to our global competitors for investment. That is the job I do day to day, and I hope to continue to be doing it next Monday.

[Baroness Altmann (Non-Afl)]

I have one further question. There are at least two issues at stake. First, the data protection legislation forced Aviva to send all the names and addresses of its shareholders on its register, even though this company wished to write to only a very small subsection of them. That is surely an issue for data protection legislation. Secondly, it is very difficult to understand how the courts could justify a 20% discount to the share price of a major firm, where there is no problem with trading and it has a small shareholder scheme, as being bona fide business interests.

[Lord Stockwood (Lab)]

The noble Baroness raises important points. There are two distinct answers to the question. On access to data, the courts have declared that a regulated entity, which any financial promotion has to go through, has to approve that offer and say whether it is for proper business or proper promotion. What we are talking about is an assessment of whether the offer is appropriate, which would be an assessment made by the FCA itself. Companies can apply to the courts to refuse access where they believe that the use of that data is not for a proper purpose. That is what happened in this case. Whether access should be granted is ultimately a matter for the courts. Shareholder registers and the ability to access them are also important for the issuers of those shares. Whether it is for a proper use has to be approved by a regulated entity.

As to whether it is below market price, we have to be careful about what a fair assessment of a market price is, depending on the liquidity of that asset. We need to assess this case to see whether it is an outlier or something specific to our market details, but I believe it is correct for the courts to decide whether it is for a proper commercial purpose.