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Bonus issue meaning

/ˈbəʊnəs/ /ˈɪʃuː,ˈɪsjuː/
What does Bonus issue mean?
An allotment of fully paid new shares to existing shareholders for no consideration, pro rata to their current holdings. Also called a scrip issue or capitalisation issue, it converts accumulated reserves (for example, share premium, retained earnings or the capital redemption reserve) into issued share capital. A bonus issue does not raise new capital or change relative ownership; it typically reduces the market price per share while leaving the company’s overall market capitalisation broadly unchanged. “Bonus issue” is a descriptive expression. In England and Wales, Scotland and Northern Ireland (Companies Act 2006) and in Ireland (Companies Act 2014), the mechanics are addressed by provisions permitting capitalisation of profits/reserves and by statutory disapplication of pre-emption rights for bonus shares. Authority to allot is normally required and is commonly provided by the company’s articles or by a shareholder resolution authorising capitalisation and allotment. Used by listed and private companies, common purposes include adjusting the trading price, simplifying the share capital structure, or regularising reserves. It is distinct from a scrip dividend, where shareholders may elect to receive shares instead of a cash dividend. Usage and legal effect are broadly consistent across the UK and Ireland.
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NEWS
Environmental law weekly: permitting reforms, GGR contracts, CfD CIB consultation, PFAS timeline, ecodesign review, marine strategy critique, 25 Year Environment Plan indicators, landfill tax appeal, waste carrier permitting overhaul

In this issue: Air emissions and climate change Energy efficiency of products Energy for environmental lawyers ESG and sustainability Hazardous substances and chemicals Marine Nature, biodiversity and habitat conservation Waste Daily and weekly news alerts New and updated content Air emissions and climate change Defra opens consultation on industrial emissions permitting reforms The Department for Environment, Food and Rural Affairs (Defra) has begun consulting on plans to modernise England’s environmental permitting regime for industrial emissions. The package aims to foster innovation, adopt agile standards, secure proportionate and coherent regulation, boost regulator effectiveness and efficiency, and deliver a transparent system. Suggested measures include a new registration route for low-risk installations, flexible site permits setting overall emissions caps, and faster approvals for time‑limited technology trials. The proposals reflect the Corry Review’s critique of regulatory inefficiency. The Environment Agency intends to roll out changes that could cut permit queues from months to days and lower...

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NEWS
Environmental law and policy roundup: climate, energy, buildings, nuclear, case law, information rights, ESG, chemicals, marine, biodiversity, waste and water—weekly updates, 12 June 2025

In this issue: Air emissions and climate change Energy efficiency and buildings Energy for environmental lawyers Environmental disputes and proceedings Environmental information ESG and sustainability Hazardous substances and chemicals Marine Nature, biodiversity and habitat conservation Waste Waste producer responsibility regimes Water, flooding and drainage Daily and weekly news alerts New and updated content United Kingdom Environmental Law Association (UKELA) Annual Conference Air emissions and climate change DESNZ releases evaluations of CCUS and Industrial Fuel Switching and Hydrogen Supply innovation programmes The Department for Energy Security and Net Zero (DESNZ) has issued two independent evaluations of its Energy Innovation Programme (EIP). The first evaluation reviews the Carbon Capture and Utilisation Demonstration (CCUD) innovation programme, the Carbon Capture, Usage and Storage (CCUS) Innovation programme, and the Accelerating CCS Technologies (ACT) programme, spanning 2016–21. The second evaluation examines the £21m Industrial Fuel Switching and £33m Hydrogen Supply programmes. Both evaluations consider...

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NEWS
International trade highlights: WTO ruling on US IRA, EU anti-dumping on Chinese candles, Section 232 impact on EU steel, HMRC customs guidance roundup, and UK sanctions updates

In this issue: WTO Anti-dumping Safeguards Customs LexTalk® International Trade: a Lexis®Nexis community Daily and weekly news alerts New and updated content WTO WTO panel publishes report in dispute over US Inflation Reduction Act 2022 domestic content bonus credits The WTO has issued a panel report in a case initiated by China against the US concerning domestic content requirements embedded in the US clean energy tax incentives. The panel determined that the domestic content bonus credits under the US Inflation Reduction Act 2022 conflict with several WTO agreements and have nullified or undermined benefits accruing to China under those agreements. It also concluded that the measures are not justified by the public morals exception in the General Agreement on Tariffs and Trade 1994. The recommendation is that the US withdraw the measures by 1 October 2026. See: LNB News 02/02/2026 7. Anti-dumping Commission imposes definitive anti-dumping duties on candles imports from China ...

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PRACTICE NOTES
2016 appellate civil litigation round-up: key Supreme Court, Court of Appeal and Privy Council decisions on procedure, contract, tort, costs, jurisdiction and remedies

Court of Appeal—professional negligence ARCHIVED : This Practice Note has been archived and is not maintained. The Court of Appeal upheld an appeal in a claim against solicitors, holding that the loss of a chance head of damage was too remote. At first instance, the judge concluded that Lewis Silkin LLP had fallen below the required standard by not advising their client to include a jurisdiction provision in his employment agreement with a franchisee involved in the Indian Premier League’s Twenty20 competition. Because no jurisdiction clause appeared in the contract, when the client later issued proceedings against the franchisee over a severance entitlement, he faced jurisdictional challenges (ultimately dismissed) brought by the franchisee, which postponed his obtaining judgment for £10 million in severance. The client’s case was that, with proper advice on jurisdiction, the contract would have contained an exclusive jurisdiction clause. On that footing, he said, he would have secured judgment for the severance sum sooner (as there would have been no hold‑ups arising from jurisdiction objections) and...

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PRACTICE NOTES
Unlawful Distributions by UK Companies: Legal Consequences, Director, Recipient and Auditor Liability, Recovery and Remediation (with Listed and AIM Examples) under the Companies Act 2006

Distribution A company is generally taken to possess an implied authority to share its profits with its members, unless its articles of association state otherwise. For the purposes of Part 23 of the Companies Act 2006 (ss 829–853) (CA 2006), ‘distribution’ is interpreted very broadly. It encompasses any form of transferring a company’s assets to members, whether in cash or otherwise, save for: an issue of bonus shares (fully paid or partly paid), and certain: reductions of share capital redemptions of shares share buy-backs distributions of assets to members on a winding up For a fuller discussion of the meaning of distribution, see Practice Note: Distributions. A dividend is one form of distribution a company may make to its members. Its ordinary meaning is a share of profits, at a fixed rate or otherwise, allotted to the holders of shares. The term concerns payments made to shareholders in...

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PRACTICE NOTES
Chargeable gains treatment of UK share capital reorganisations and reductions: rights/bonus issues, QCBs, consideration and SSE

Reorganisation for tax purposes This Practice Note explains the meaning of a reorganisation for tax purposes, and outlines how shareholders are taxed when a company undertakes one. A reshaping of a company’s share capital ought to be tax neutral for its investors. For tax, it is treated as involving neither a disposal of existing shares nor an acquisition of replacement shares. A shareholder’s stake in the company before and after the reorganisation is regarded as the same asset for chargeable gains purposes. For tax purposes, a reorganisation is defined expressly by statute. A range of transactions (including bonus issues and rights issues) can fall within that statutory concept. By contrast, some other arrangements (for example, scrip dividends and vendor placings) do not satisfy the conditions to qualify as a tax-neutral reorganisation. Where such steps result in existing shareholders making, or being deemed to make, a disposal, the usual chargeable gains tax rules apply. The fundamental definition of a reorganisation of share capital concerns a single company...

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PRECEDENTS
Precedent letter to LTIP award holders on rights issue impact: adjustments to award size and performance conditions, certificate handling, calculation methodology and tax FAQs

[ insert name of award holder ] [ insert address ] [ insert postcode ] [ insert date ] Dear [ insert name of award holder ], [ insert name of plan ] Long Term Incentive Plan: effect of recent rights issue on your LTIP award[s] 1 Introduction On [ insert date ], [ insert name of company ] (the Company) invited all of its shareholders to take up an offer to subscribe for additional Company shares. Under this rights issue, shareholders could apply for [ insert number ] new shares for every [ insert number ] shares they already owned. The subscription price was set at [ insert currency and amount ] per new share, representing an approximate discount of [ insert currency and amount ] to the market price on [ insert date ]. [ Further details about the rights issue are provided in the enclosed copy of the document sent to shareholders ]...

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PRECEDENTS
Precedent anti-dilution provisions for Articles of Association (non-leveraged): Preferred Share ratchets—full, narrow- and broad-based weighted average; bonus issue capitalisation, adjustment mechanics and carve-outs

Insert new Article 14 as set out below: 14. Anti-dilution 14.1 In this Article 14, unless the context indicates otherwise, the expressions below shall bear the definitions: New Securities means any Shares or other securities convertible into, or conferring the right to subscribe for, Shares, issued by the Company after the date these Articles were adopted...

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