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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...
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...
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Board minutes—secondary offers—placing and/or open offer—impact Company number: [insert number] [Insert company name] PLC Minutes of a meeting of [a committee of] the board of directors (Meeting) of [insert full name of company] plc (Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by remote means (unless such means are specifically excluded by the Company’s articles of association] (by [insert mean of attendance for each director attending remotely])] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [Insert name] was appointed the Chair of the Meeting. It was reported that proper notice of the Meeting had been given...
Skeleton verification notes—secondary offers VERIFICATION NOTES These are verification notes relating to the prospectus (the Prospectus) to be issued in connection with the proposed [placing OR placing and open offer OR rights issue] (Capital Raising) of [up to][insert number] new [insert class] shares of [insert nominal value] each (the Shares) of [insert name of the Company] and the application for admission of the Shares to [listing on the Official List of the Financial Conduct Authority (the FCA) and trading on London Stock Exchange plc's main market for listed securities (the Main Market) OR trading on AIM.)]. These Verification Notes (the Notes) have been prepared by [insert details of Company's solicitors] for the purposes of protecting the Company, the directors of the Company (the Directors)[, the Proposed Directors of the Company (the Proposed Directors)] and others concerned with the Capital Raising and the preparation of the Prospectus relating to the application for the Shares to be admitted to ...
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Does a secondary offer have to be made by way of a pre-emptive offer of shares to existing shareholders? The most common types of secondary issue in the UK are rights issues, open offers and placings. Rights issues and open offers are pre-emptive public offers meaning that existing shareholders are given the right to participate in the offer pro rata to their existing shareholdings. Existing shareholders therefore have the opportunity to benefit from any discount to market price at which the new shares are offered and to avoid a dilution of their shareholdings. In contrast, placings are issues of new shares to selected subscribers only and existing shareholders are not given the right to participate (although major shareholders may often be included among the placees). For this reason greater restrictions are placed on the amount of new shares that may be issued and the discount at which they may be acquired. Placings are usually structured so that a prospectus is not required and the process may take place...
What is a 'pathfinder' or 'path-range' prospectus? A 'pathfinder' or 'path-range' prospectus is a draft prospectus that is issued before the final prospectus (approved by the Financial Conduct Authority (FCA)), is published. It is typical for the pathfinder to have an indicative price range within which the final offer price will usually be determined. In the US, the pathfinder is usually referred to as a 'red-herring' or 'red' prospectus. A pathfinder is used in order to assess the level of demand in the market for the securities on offer. This is achieved by distributing the pathfinder to prospective investors during roadshows and the book-building exercise. While the pathfinder does not require the FCA's approval, it is usual practice for the pathfinder to be close to final version of the prospectus and for it to have therefore gone a substantial way through the FCA's review process. Content The pathfinder contains most of the information that you would expect to find in the final prospectus, subject to certain exceptions....
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Corporate analysis: Our Market Tracker ECM insights report reviews IPO and secondary offer activity on the Main Market and AIM between 1 January 2023 and 30 June 2023 (H1 2023).The report is accompanied by video analysis from Bird & Bird and CMS.
This week's edition of Corporate weekly highlights includes publication of a Market Tracker trend report looking at trends in UK equity capital markets in 2022. It also includes the announcement by the European Parliament of its position on the draft Corporate Sustainability Due Diligence Directive, the publication by the UKGBC of a report addressing climate-based risks for physical assets, as well as the publication by the EBA, EIOPA and ESMA of progress reports on the rise of greenwashing in the financial sector. The highlights additionally cover the consideration by the House of Lords of House of Commons amendments to the Retained EU Law (Revocation and Reform) Bill, as well as the Financial Services and Markets Bill House of Lords report stage.
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