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This Practice Note outlines: the various forms of share security the principal enforcement options available to security holders practical factors for security holders when choosing appropriate enforcement mechanics further considerations for security holders depending on the context Forms of share security There are three primary categories of security that can be created over shares: (a) a charge, (b) a legal mortgage and (c) an equitable mortgage, each considered below. Historically, a pledge over shares was also possible. A pledge involves delivering possession of an asset as security for the repayment of a monetary debt. This was feasible where bearer shares existed. However, from 26 May 2015, under section 779 of the Companies Act 2006, companies have been prohibited from issuing bearer shares. Holders of bearer shares were granted until 26 February 2016 to surrender them and convert into registered shares (for further information, see News Analysis: Bearer shares—how to avoid a grizzly ending). Charge A charge arises from...
What does this Practice Note cover? This Practice Note sets out an explanation of warrants (often termed securitised derivatives) and considers: what warrants are types of warrants key warrant terminology how warrants are listed and offered how warrants are documented, and the differences between warrants and comparable instruments What are warrants? A warrant is a tradeable security that grants the holder the right, but not the obligation, to: buy or sell a specified asset (the underlying asset, or simply the underlying) at a specified price (the exercise price or strike price) on a specified date or dates (the exercise date(s)) A warrant is a type of derivative—its value is derived from the underlying asset and offers exposure to that value without owning the asset. They are sometimes described as securitised derivatives, ie derivatives embodied in securities. A warrant is not a debt security and so has no principal...
In commercial finance, shares are often pledged as security for a loan. Practice Note: Taking security over shares sets out the general approach to securing interests over shares. This Practice Note concentrates on issues specific to security over shares held in CREST, the UK’s clearing and settlement system. It explains: the characteristics of registered shares and the distinction between certificated and uncertificated shares what CREST is and the ways shares can be held within CREST methods of taking security over shares held in CREST specific issues arising when securing shares in CREST and key points for documenting that security perfection and priority considerations for CREST share security how to enforce security over CREST-held shares Where a settlement bank takes security over CREST-held shares, different considerations apply; these fall outside the scope of this Practice Note. For more information, see commentary: CREST payments: Tolley’s Company Law Service [C8041]. Types of shares Registered shares With bearer shares abolished,...