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In March 2018, Euronext acquired the Irish Stock Exchange plc, which then joined Euronext’s federal structure and now trades as Euronext Dublin, with Ireland recognised as one of Euronext’s six core countries. Euronext is the foremost pan-European marketplace in the Eurozone, operating across Belgium, France, Ireland, The Netherlands, Portugal and the UK. Its mission is to energise pan-European capital markets to fund the real economy, uniting buyers and sellers in venues that are transparent, efficient and dependable. What are the rules applicable to listing debt securities on Euronext Dublin? Euronext Dublin—EU Regulated Market The Central Bank of Ireland (CBI) is the competent authority responsible for reviewing and approving a prospectus (Prospectus) for the purposes of the Prospectus Regulation (EU) 2017/1129 (PR). The PR prescribes the relevant annex items to be included in a prospectus, depending on the issuer’s profile and the nature of the transaction. The European Union (Prospectus) Regulations 2019 (the Irish Regulations) took effect on 21 July 2019, replacing the prior Irish Prospectus (Directive 2003/71/EC)...
This Practice Note serves as an initial guide to listing debt securities on the London Stock Exchange (LSE). It outlines the ideas of listing and admission to trading, and centres on the main markets for listing debt instruments. It does not aim to detail every applicable requirement and provides links to relevant resources for further reading. It also excludes disclosure requirements and ongoing continuing obligations. Principal markets for debt securities listings The LSE operates several markets, but the venues commonly used for debt capital market listings are: the Main Market the International Securities Market (ISM) the Professional Securities Market (PSM) (Note: From 19 January 2026, the PSM is closed to new admissions) In addition, the LSE runs two markets tailored to particular segments of the debt securities space: the Order book for Fixed Income Securities (OFIS) the Sustainable Bond Market Listing or admission to trading––what is the difference? ‘Listing’ means admission of...
STOP PRESS: The UK’s prospectus framework presently derives from the EU Prospectus Regulation, preserved in domestic law following Brexit as the UK Prospectus Regulation. The government has been reassessing this regime within a broader programme to modernise UK capital markets and make the UK a more appealing place to list. In this context, the UK Prospectus Regulation will give way to the Public Offers and Admission to Trading Regulations 2024 (the POATRs), and all detailed requirements connected to admission to trading will sit within Financial Conduct Authority (FCA) admission rules. The FCA issued its final rules (PS25/9) on 15 July 2025, with implementation expected on 19 January 2026. These changes form part of efforts to reform the capital markets in the UK and enhance the attractiveness of the UK as a listing venue. For more detail on the principal features of the POATRs framework pertinent to the debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived] — Reform of the UK prospectus regime. Note that numerous steps...
In this issue: Company disclosures, records and registers Equity capital markets Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Company disclosures, records and registers DBT issues updated statutory guidance on PSC ‘significant influence or control’ for companies and LLPs The Department for Business and Trade (DBT) has released updated statutory guidance clarifying the meaning of ‘significant influence or control’ for Schedule 1A to the Companies Act 2006 (CA 2006), in relation to the register of people with significant control (PSC register). Guidance has been produced for both companies and Limited Liability Partnerships (LLPs). See: LNB News 05/03/2026 28. Equity capital markets FCA Quarterly Consultation No 51—clarificatory amendments to the UKLR The Financial Conduct Authority (FCA) has published Quarterly Consultation Paper No 51, CP26/8, following reforms to the UK public markets framework and the introduction of the UK Listing Rules (UKLR) sourcebook, alongside the Prospectus Rules:...
R (on the application of Ali) v Secretary of State for the Home Department (The Independent Monitoring Authority for the Citizens' Rights Agreements intervening) [2024] EWCA Civ 1546 What are the practical implications of this case? This ruling prevents the SSHD from adopting a stricter view that demands ongoing, unbroken dependency for adult family members of EU citizens. As a result, it brings clearer guidance and greater assurance to family members relying on the Withdrawal Agreement and Directive 2004/38/EC (the Citizens’ Rights Directive, ‘CRD’). For clients, securing work or achieving financial self-sufficiency after initial admission will not undermine their residence rights, even where they no longer depend on their EU citizen family member. However, where dependency ends for reasons unrelated to employment—for example, a breakdown in the parent–child relationship following the child’s marriage—the continuation of the right of residence cannot be asserted so simply. The judgment therefore most benefits third country national adults who have ceased to be dependent on their EU citizen family because of ‘gainful employment’...
In this issue Market Standards Trend Report Equity capital markets Economic crime and corporate transparency Audit Corporate crime for corporate lawyers Restructuring and insolvency for corporate lawyers Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Market Standards Trend Report Market Standards Trend Report—2025 AGM Season This edition reviews FTSE 350 voting behaviour at annual general meetings held throughout the 2025 AGM season and sets out the key points that companies planning ahead for the 2026 season should keep in mind. See News Analysis: Market Standards Trend Report—2025 AGM Season. Equity capital markets LSE has updated the AIM Rules for Companies to give effect to the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (POATRs), which supersede the UK Prospectus Regulation. The revisions bring the AIM Rules into line with the Financial Conduct Authority (FCA)’s final provisions set out in Policy...
ARCHIVED: This Practice Note is archived and no longer maintained. STOP PRESS: The UK’s prospectus regime, previously derived from the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 (POATRs), with all detailed admission to trading requirements now contained in the Financial Conduct Authority (FCA) admission rules. The FCA published its final rules on 15 July 2025, which took effect on 19 January 2026. In October 2025, the FCA issued Primary Market Bulletin 58 which, among other matters, offered guidance on the timetable and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For more on the key aspects of the POATRs relevant to debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note focuses on debt capital markets and summarises the required structure and contents of a prospectus prepared under the current UK prospectus regime. It covers:...
STOP PRESS: The Supreme Court decided in R (on the application of Worcestershire County Council) v Secretary of State for Health and Social Care [2023] UKSC 31 that responsibility for section 117 Mental Health Act 1983 aftercare rests with the authority for the area in which the individual was ordinarily resident prior to the admission. This still holds even where accommodation had been arranged by another local authority under an earlier section 117 obligation. For commentary, see News Analysis: Ordinary Residence and Mental Health Aftercare Services (R (Worcestershire County Council) v Secretary of State for Health and Social Care) and Supreme Court confirms duty to provide after-care services ends when a person is re-detained for treatment (R (on the application of Worcestershire County Council) v Secretary of State for Health and Social Care), LNB News 10/08/2023 41. A local authority is also under a duty to assess whether an adult has needs for care and support where it appears to the authority that they may have such needs...
Chapter 9 of the UK Listing Rules (UKLRs) Chapter 9 of the Financial Conduct Authority (FCA) UK Listing Rules (UKLRs) sets out continuing obligations for any company that has a listing of equity shares in the equity shares (commercial companies) category, which the company must comply with to retain its admission to the Official List (terms in bold are defined in the FCA Handbook Glossary). For further detail on companies with a listing of equity shares in the equity shares (commercial companies) category, refer to Practice Note: The UK listing regime for more information. Under UKLR 6.6 R, a company with a listing of equity shares in the equity shares (commercial companies) category must include specified financial disclosures within its annual financial report. The UKLR 6.6 R obligations for both UK and overseas issuers with a listing of equity shares in the equity shares (commercial companies) category are also considered below, together with an overview of the UKLRs relevant to annual financial reports of other listed bodies, and a...
VERIFICATION NOTES These verification notes concern 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 ] together with the admission of the Shares to listing on the Official List of the Financial Conduct Authority ( FCA ) and to trading on the Main Market of the London Stock Exchange ( Main Market ). 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 involved with the Capital Raising and the drafting of the Prospectus, which relates to the application for the...
This Agreement is dated [ insert date— note that admission agreements may now commence prior to the execution date and, where appropriate, take effect from an earlier date ]. Parties [ insert full name of Administering Authority ] (the ‘Administering Authority’); [ insert full name of Scheme Employer ] (the ‘Scheme Employer’); [ insert full name of Admission Body ], a company incorporated in England (company registration no. [ insert number ]) with its registered office at [ insert registered company address ] (the ‘Admission Body’). Background [ insert full name of Administering Authority ] acts as the Administering Authority of the [ insert full name of pension scheme ] in accordance with the Regulations as in force. The Scheme Employer is a scheme employer within the meaning given by the Regulations. From the Contract Start Date, the Admission Body shall deliver the Services in relation to the performance of a function of the Scheme Employer...
Private and confidential [ Insert company name ] (Company) Introduction Director's questionnaire To be completed by [ insert date ] This questionnaire is issued in relation to the intended [ placing OR open offer OR rights issue ] of [ insert amount ] ordinary shares of [ insert nominal value ] pence each in the capital of the Company ( Ordinary Shares ), and the intended application for admission of the Ordinary Shares to [ listing on the Official List of the Financial Conduct Authority and to trading on the market for listed securities operated by London Stock Exchange plc OR trading on AIM ] ( Admission ). This document is important and you must respond to all questions honestly and without omission. Please complete every question in full and, if the space available is not sufficient, include any additional details on a separate sheet of paper, duly signed, dated and attached to this questionnaire. If the correct response is in the negative, please state...
Passporting provisions in the Prospectus Regulation Under the Prospectus Regulation, an issuer must publish a prospectus and have it approved by a competent authority when offering securities to the public in the EEA or when applying for admission of securities to a regulated market, where no relevant exemption applies. To streamline cross-border share offerings within the EEA, the EU prospectus regime provides passporting arrangements that permit companies to produce a single prospectus usable throughout the EEA, avoiding the preparation of multiple documents for separate jurisdictions. Articles 24 to 26 of the Prospectus Regulation (EU) 2017/1129 set out these passporting provisions, stating that a prospectus approved by the competent authority in one EEA state (the home member state) can be relied upon in another EEA state (the host member state) without requiring the prospectus to be approved again by the competent authority in the host member state. As a result, a UK issuer has been able to undertake a cross-border share offer across the EEA on the basis of...