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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 A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked.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 fundamentals note reflects the listing regime as it was prior to 29 July 2024.

A company’s share capital comprises the number of shares it has allotted and issued to shareholders at any given time.

Subject to certain exceptions, the directors of a company must not exercise any power of the company to allot shares in the company (or to grant rights to subscribe for, or convert any security into, shares), other than in accordance with