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Granting unapproved share options pursuant to a standalone share option deed—all-encompassing resource pack For more general information on unapproved share option schemes, see Practice Note: Unapproved share options. Step Details of step Resources required to implement step Timing of step 1 Determine whether the company qualifies to operate a tax-advantaged share scheme Unapproved share options are often, but certainly not always, used when a company, or the employee, does not qualify to grant or be granted tax-advantaged share options (ie enterprise management incentives (EMI) schemes, company share option plans (CSOPs), save as you earn (SAYE) schemes, and share incentive plans (SIPs)). It is therefore important to first determine whether a tax-advantaged share scheme is possible and appropriate. For further detailed information on the eligibility criteria for the tax-advantaged share schemes, see Practice Notes: How EMI schemes work and key features, How CSOPs work and key features, How SAYE schemes work and key features and What is a SIP?. As early as possible but before step 3 2...
FCA consultation paper tracker—2017 [Archived] This tracker sets out the consultation papers published by Financial Conduct Authority (FCA) in 2017, along with the publication of any subsequent rules and guidance. For details of FCA consultation papers from other years, see: FCA consultation paper tracker. For details of Prudential Regulation authority (PRA) and Financial Services Authority (FSA) consultation papers, see: • PRA consultation paper tracker • FSA consultation paper tracker [Archived] Topic area Consultation Paper Description Publication date End of consultation period Policy Statement/ Handbook Notice Payment systems and services CP17/44: PSR regulatory fees The Payment Systems Regulator (PSR) and the FCA published a consultation and decision paper setting out their policy decision on the way they will collect PSR regulatory fees in 2018/19 and in subsequent years, and consulting further on the proposed fees allocation method. 15 December 2017 26 January 2018 Handbook Notice 53 (23 March 2018)CP18/8 (23 March 2018) Consumer credit, mortgage and home finance CP17/43: Credit card market study: Persistent debt...
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Listed company share buybacks (on-market)—flowchart STOP PRESS: A significant restructuring of the UK listing regime came into effect on 29 July 2024, which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories
When is a break fee permissible on a takeover
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Legal and regulatory developments in Equity Capital Markets 2019 Background and approach This review looks at legal and regulatory developments in the sphere of equity capital markets (ECM) in 2019 and forms part of our annual trend report which aims to provide insight into the current dynamics of ECM activity in the UK. The other parts of our 2019 trend report comprise: • IPOs in 2019—Main Market and AIM • Secondary Offers in 2019—Main Market and AIM • Standard listings in 2019 • Risk factor disclosure in 2019 IPOs Brexit The UK entered an implementation period on 31 January 2020 during which existing EU laws continue to apply to the UK. The listing, prospectus and transparency regimes that apply in the UK (and are largely derived from EU law) continue to apply in the implementation period in the same way as before Brexit. However, UK representatives will no longer be permitted to participate in EU institutions and other bodies. The Financial Conduct Authority (FCA) is therefore no longer...
Open offers This Practice Note focuses on the key aspects of open offers and the matters that require consideration when an open offer is being carried out by a company either: • admitted to listing on the official list (Official List) of the Financial Conduct Authority (FCA) and to trading on the main market for listed securities of the London Stock Exchange (LSE) (Main Market) (listed company), or • admitted to trading on AIM, a market operated by the LSE (AIM company) (both a listed company and an AIM company being a company). It does not cover placings or rights issues. For information on these transactions see Practice Notes: Placings, A guide to cash box placings, Rights issues—key considerations and Rights issue—procedure for a listed company. What is an open offer? An open offer is: • an offer made by a company to existing shareholders • to subscribe for or purchase new shares (or other securities) for cash • in proportion to their holdings, ie a...
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Share purchase agreement—pro-buyer—corporate seller—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 [Insert name of selling corporate entity] incorporated in [England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Seller); 2 [Insert name of purchasing corporate entity] incorporated in England and Wales OR [insert country of incorporation] OR with registered number [insert company number] whose registered office is at [insert address] (the Buyer), and 3 [Insert name of guarantor entity] incorporated in England and Wales OR [insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Guarantor) [(each of the Seller, the Buyer and the Guarantor being a Party and together the Seller, the Buyer and the Guarantor are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in [England and...
Share purchase agreement—pro-buyer—individual sellers—conditional—long form This Agreement is made on [insert day and month] 20[insert year] Parties 1 The several persons whose names and addresses are set out in Schedule 1 (together the Sellers), and 2 [Insert name of purchasing corporate entity] incorporated in [England and Wales OR [Insert country of incorporation]] with registered number [insert company number] whose registered office is at [insert address] (the Buyer), [(each of the Sellers and the Buyer being a Party and together the Sellers and the Buyer are the Parties).] Background (A) The Company (as defined below) is a private company limited by shares and is incorporated in[ England and Wales OR [insert country of incorporation]]. Details of the Company are set out in Schedule 2, Part A. (B) The Sellers are the legal and beneficial owners of the Sale Shares (as defined below), being in aggregate the entire allotted and issued share capital of the Company. (C) The Sellers have agreed to sell and the...
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In the context of a listing, are equity securities required to be held in certificated or uncertificated form? Shares in a company can be issued as certificated shares or uncertificated shares. Generally, shares issued by private companies and unlisted public companies are usually held in certificated form while shares in listed companies and AIM companies are usually held in uncertificated form. Shares in a company are held in certificated form if: • the company has issued a physical share certificate for the shares, and • the owner of the shares has their name entered in the company's register of members Every company is required by the Companies Act 2006 (CA 2006) to keep a register of members recording the name and address of each member, the number of shares held, and the amount paid up on the shares. A company must issue a share certificate (that meets the requirements of CA 2006) to a person on their becoming a member through an allotment or transfer of shares within two...
What are the options for emergency equity fundraisings for listed companies in light of the coronavirus (COVID-19) pandemic? With the coronavirus (COVID-19) pandemic continuing to cause significant economic turmoil, many listed companies may need to raise funds quickly through equity capital fundraisings. Equity fundraisings can be split into two different types: pre-emptive offerings and non-pre-emptive offerings. In a pre-emptive offering, such as a rights issue or an open offer, shareholders are given the opportunity to subscribe in the fundraising pro-rata to their existing shareholdings. In a non-pre-emptive offering, such as a placing, shares are offered to selected investors and this will see the holdings of existing shareholders in the company diluted. The key types of secondary fundraisings which a listed company may consider in an emergency situation are discussed below. Placing In a placing, shares are usually offered to a selected group of institutional investors for cash. The placing is generally structured so that it falls within one of the exemptions from the requirement to publish...
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The FCA has published a set of proposals aimed at encouraging listed companies to offer low denomination bonds (ie less than £100,000) and to simplify the requirements that apply to listed companies when they issue further securities. In CP25/2: ‘Further changes to the public offers and admissions to trading regime and the UK Listing Rules’ the FCA proposes changes to align disclosure requirements for low denomination bonds with those for higher denominations to make raising capital easier for issuers. Changes are also proposed to the UK Listing Rules to make them more efficient for companies issuing further securities and to remove the need for Listing Particulars for such issuances. In CP25/3: ‘Consultation on further proposals for firms operating public offer platforms’, the FCA outlines its approach and proposals for implementing the new public offer platform (POP) regime. Responses to both consultations are sought by 14 March 2025. The FCA aims to publish final rules for the public offers and admissions to trading (POATR) framework as a whole, including rules for firms...
The Financial Conduct Authority (FCA) and Practitioner Panel have launched a joint survey for 2025, targeting all regulated firms to gather feedback on the FCA's regulatory practices. Conducted by Verian, the survey aims to understand issues affecting firms and assess potential changes for improved efficiency and effectiveness. The survey is part of the FCA's three-year performance evaluation strategy, with results to be presented to the Practitioner Panel and FCA Board, and published in summer 2025.
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