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Allotment of shares and disapplication of pre-emption rights—listed company—checklist

Allotment of shares and disapplication of pre-emption rights—listed company—checklist 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 such as the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the listing regime as it was prior to 29 July 2024. The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment (private or public, listed or unlisted) and whether that company has a single or multiple classes of shares. This checklist sets out...

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Market Tracker—key features and user guide

Market Tracker—key features and user guide To access the Market Tracker corporate deal data analysis tool, click here. Alternatively click the link in the Tools menu under the Key Resources tab on the Corporate homepage. In-house Advisor subscribers can click the link in the Tools menu under the Key Resources tab on the In-House Advisor homepage. Key features Market Tracker is a corporate transaction analysis product. At its heart is a deal data analysis tool which allows users to locate, analyse and compare data in relation to key aspects of public company corporate transactions. Market Tracker covers 14 transaction or ‘deal' types, including takeovers, initial public offerings (IPOs) and secondary offers. Market Tracker’s key features are: • detailed, searchable summaries of the latest public company transactions, containing narrative and key data points extracted by our Market Tracker team from company announcements made on the London Stock Exchange Regulatory News Service • a comprehensive and fully searchable library of company announcements/transaction...

Open offers

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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Proxy form for a general meeting—open offer

Proxy form for a general meeting—open offer Company number: [insert company name] [insert company name] PLC (the Company) Form of proxy for a general meeting Before completing this form please read the explanatory notes [I OR We] [insert name of shareholder[s]] as [a] member[s] of the Company appoint [insert name of proxy] [insert information about shares] Name of proxy Shares to which proxy appointment relates Leave blank if you are only appointing one proxy or, if no one is named in the box as proxy, the chair of the meeting as [my OR our] proxy to exercise all or any of [my OR our] rights to attend and speak for [me OR us] and on [my OR our] behalf at the general meeting of the Company to be held at [insert time] on [insert date] (and at any adjournment of the meeting) and to vote and/or abstain on the specified resolutions as indicated below, and as the proxy thinks fit on any other...

Irrevocable undertaking—offer & subscription (open offer)

Irrevocable undertaking—offer & subscription (open offer) [insert company's name] ([Company]) [insert address of company] and [insert address of sponsor/nominated adviser] (the [ Sponsor OR Nomad ]) [insert date] Dear [insert name] [insert name of the company] (the Company) Open Offer of [up to] [insert number] ordinary shares of [insert nominal value] pence each in the capital of the Company at [insert price] pence per ordinary share [or insert other description of transaction] [I OR We] understand that the Company intends to make an open offer of [up to] [insert number] new ordinary shares of [insert nominal value] pence each at an offer price of [insert price] pence per share (the New Ordinary Shares) to its shareholders (the Open Offer) and to apply to the [Financial Conduct Authority for the New Ordinary Shares to be admitted to listing on the Official List and to the] London Stock Exchange plc (the LSE) for the New Ordinary Shares to be admitted to trading on ...

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What are the options for emergency equity fundraisings for listed companies in light of the coronavirus (COVID-19) pandemic?

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...

What is the regime on costs for an application to vary a school fees order? Do Calderbank or without prejudice save as to costs letters have any use?

What is the regime on costs for an application to vary a school fees order? Do Calderbank or without prejudice save as to costs letters have any use? CPR 44.2(2) provides that if the court decides to make an order about costs, the general rule is that the unsuccessful party will be ordered to pay the costs of the successful party (costs will ‘follow the event’), but the court may make a different order. The rule under CPR 44.2(2), ie that costs follow the event, is expressly excluded from family proceedings by the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, 28.2(1). FPR 2010, SI 2010/2955, 28.1 provides that the court may at any time make such order as to costs as it thinks just. The general rule, and starting point, under FPR 2010, SI 2010/2955, 28.3(5) is that in financial remedy proceedings the court will not make an order requiring one party to pay the costs of another party. This is known as the ‘no order...

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Corporate weekly highlights—21 November 2024

This week's edition of Corporate weekly highlights includes publication of Glass Lewis’ 2025 proxy voting policy guidelines, FCA Primary Market Bulletin 52 on issuers’ ability to identify and make public information that is inside information under MAR, HMT’s PISCES consultation response together with draft legislation to establish PISCES and HMT’s consultation on the value and use cases of a UK Green Taxonomy. Also included, are news of the adoption of the EU ESG Ratings Regulation and the announcement that EU due-diligence reporting duties are to be simplified through an ‘omnibus’ regulation.

Corporate weekly highlights—14 November 2024

This week's edition of Corporate weekly highlights includes the FRC launching a consultation on updates to the UK Stewardship Code, publication by the IFRS of a report on corporate climate-related disclosures, publication and the laying before Parliament of a revised draft of the Companies and LLPs (Protection and Disclosure of Information and Consequential Amendments) Regulations 2024, publication by the Takeover Panel of its response statement on amendments to the Takeover Code and News Analysis pieces on Autumn Budget 2024 announcements relating to (i) the government’s Corporate Tax Roadmap, and (ii) the taxation of carried interest.