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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...
Greencoat stated that the aim of the programme, due to conclude by 8 November 2024, is to lower its share capital. All such shares repurchased on the Euronext Dublin exchange will then be cancelled. Counsel details for the European owner and operator of renewable energy infrastructure assets were not available straightaway publicly. The infrastructure firm noted that J&E Davy, among Ireland’s largest asset managers and financial advisers, together with RBC Europe Ltd, are acting as principals for the process. Greencoat intends to fund the programme via operating cash flow...
Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...
Under the Companies Act 2006 (CA 2006), a company is brought into existence when one or more persons: enter their names in a memorandum of association; and meet the registration requirements laid down by CA 2006. Anyone who signs a company’s memorandum is commonly referred to as a subscriber for these purposes. Need for subscriber shares A company that will have share capital must issue at least one share to each subscriber (subscriber shares), ensuring the company has share capital and at least one shareholder at the point of incorporation. The prescribed memorandum format reflects this through a straightforward declaration by the subscribers that they: wish to form a company under CA 2006; and agree to become members of the company and, where the company is to have share capital, to take at least one share each. Subscriber shares cannot be allotted on a joint holding basis, because Companies House interprets CA 2006,...
Context When an acquiring authority intends, as part of a compulsory purchase order (CPO) to which the Acquisition of Land Act 1981 (ALA 1981) applies, to obtain any land or interests, or to create new rights over land that benefits from special protection, additional procedures and/or safeguards come into play. The protected land categories, and the processes that must be observed for each, are prescribed in ALA 1981, Pt III (for the acquisition of land or interests) and ALA 1981, Sch 3, Pt I (for securing rights by creating new rights) and are discussed below. In England, the Compulsory purchase process: guidance, and in Wales, the Compulsory Purchase in Wales and ‘The Crichel Down Rules (Wales Version 2020)’ (Circular 003/2019) (together, the CPO Guidance), provide advice on how those provisions should be applied in practice. It is crucial that land with special protection is identified early in the CPO process, and that negotiations with owners of such land begin promptly and in earnest, to secure the land/interests/rights by agreement....
SPECIAL RESOLUTION[S] 1 THAT, if [ insert reference to the resolution granting authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows: [ insert wording to limit the authority to disapply pre-emption rights to allotments for rights issues and other pre-emptive issues ]; to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of the notice of...
Company number : [ insert company number ] [ insert company name ] [ LIMITED OR LTD ] Minutes of the board meeting (the Meeting ) for [ insert company name ] [ Limited OR Ltd ] (the Company ) 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 any directors in attendance, whether in person or by any remote method (unless such methods are expressly barred by the company’s articles of association) ] [ by [ insert method of attendance for each director participating remotely ] ] [ In attendance: ] [ [ Insert name of any attendee, present physically or by any remote means, who does not form part of the quorum for the meeting (eg the company secretary, any legal advisers) ] ] [ Apologies: ] [ [ Insert the names of any directors who are unable...
The Directors [ Enter company name ] [ Enter company address ] [ enter date ] Dear [ Company name or Directors ] [ Enter company name ] [ Limited or PLC ] (the Company) [ I, or We, ] [ enter name and address of individual applicant(s) ], [ writing on behalf of [ enter name and address of corporate applicant(s)...