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ARCHIVED This document is archived and no longer maintained. For more recent updates, see Checklists: UK securitisation regime-timeline and EU Securitisation Regulation-timeline. In September 2015, the European Commission unveiled the Action Plan for Capital Markets Union (the Plan). The Plan aims to integrate capital markets across the EU’s Member States, stimulate investment and support growth within the EU. It set out five principal steps to deliver a Capital Markets Union, including strengthening banks’ ability to lend, with a priority on reviving simple, transparent and standardised (STS) European securitisation. On 28 December 2017, Regulation (EU) 2017/2402 (the EU Securitisation Regulation) and the related Securitisation Prudential Regulation (EU) 2017/2401-amending the Capital Requirements Regulation (EU) 575/2013-were published in the Official Journal of the EU. These rules entered into force on 17 January 2018 and have applied directly across the EU from 1 January 2019. They cover securitisation transactions where the securities are entered into on or after that date, and any securitisation that creates new securitisation positions on or after...
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)...
For further details on the documents outlined below, please refer to Practice Note: Issuing debt securities—key documentation. Appointment of the arranger The issuer (Issuer) designates an arranger (Arranger) to set up the programme. The Arranger may additionally serve as a dealer or manager for later note issues under the programme. Responsibility —Issuer and Arranger. Appointment of the dealers The dealer(s) (Dealers) will enter into a dealer agreement with the Issuer and the Arranger. For a syndicated issue, the Dealers and the Issuer may also sign a subscription agreement. New dealers may be added to the programme after launch via a dealer accession letter. Responsibility —Dealers, Arranger and the Issuer. Appointment of the agents The Issuer will appoint agents to act on its behalf for the programme. These may include a fiscal agent (Fiscal Agent) or a trustee (appointed by the Issuer to represent the interests of the noteholders),...
This diagram clearly outlines the key steps for listing and admitting debt instruments for trading on the London Stock Exchange’s Main Market (LSE)...
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Checklist This Checklist applies when acquiring a long leasehold interest carrying a capital value, rather than a shorter tenancy at an open market rent, which is unlikely to attract any capital value. A purchaser’s solicitor should examine the landlord’s right to forfeit the lease, as in some situations particular forfeiture clauses can render a lease unacceptable as security to a lender and, in turn, unsuitable for purchase. Could the landlord exercise forfeiture upon the tenant’s insolvency? Where the landlord holds a right to forfeit on a tenant insolvency event, the property will not be acceptable security to a lender and is therefore inappropriate as an investment acquisition. Consequently, such a lease is neither appropriate for lending purposes nor for any purchase...
In this issue: Companies House Corporate governance Equity capital markets Accounts and reports Economic Crime and Corporate Transparency Act Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Companies House Companies House announces fee changes from February 2026 Companies House has confirmed a revised fees schedule from 1 February 2026, following its annual assessment to align charges with the cost of providing services. Notably, the digital incorporation filing fee will rise to £100, and the digital confirmation statement fee will increase to £50. These adjustments are set out in the Registrar of Companies (Fees) (Amendment) Regulations 2025 (SI 2025/1137), which were laid before Parliament on 30 October 2025 and take effect on 1 February 2026. The accompanying explanatory memorandum states that the updated fees are intended to recover increased costs linked to implementing the Economic Crime and Corporate Transparency Act 2023 (ECCTA 2023) and the Economic...
In this issue: Equity capital markets Corporate governance Public company takeovers (Offers) Daily and weekly news alerts New and updated content Dates for your diary Trackers New Q&As Useful information Equity capital markets FCA publishes consultations and policy statement aimed at capital markets reform The Financial Conduct Authority (FCA) has unveiled a suite of measures intended to reinforce the UK’s capital markets. These include: a consultation on proposed rules to create the new Public Offers and Admissions to Trading Regime (POATRs), which will replace the current UK Prospectus Regulation; a consultation setting out proposals for a new activity of operating a public offer platform; and a consultation on derivatives trading obligations designed to improve secondary market regulation, cut systemic risk and minimise disruption for firms. The package also contains policy statement PS24/9, Payment Optionality for Investment Research. See: LNB News 26/07/2024 25. FCA publishes updated checklists and forms following implementation of UK...
In this issue: Company, disclosures, records and registers Takeovers of public companies Equity capital market updates News alerts: daily and weekly Key dates for your diary Trackers Useful information Company, disclosures, records and registers Companies House outlines new registration requirements for ACSPs Companies House has issued a blog post that sets out the new registration requirements for authorised corporate service providers (ACSPs). Established by the Economic Crime and Corporate Transparency Act 2023, ACSPs form part of a more robust framework designed to verify the identity of those submitting filings to Companies House on a company's behalf. The category will span third-party agents, such as solicitors' practices and company formation agents, and they will need to be registered with Companies House before making any submissions. The underlying purpose of mandating registration is to ensure Companies House can clearly and confidently identify who is acting for companies...
Resource Note This Resource Note signposts key commentary, analysis and materials to aid interpretation and offer practical direction on using Chapter 2 of the Disclosure Guidance and Transparency Rules (DTR 2). Where relevant, it draws on: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base—Procedural and Technical notes (formal guidance binding on the FCA) FCA consultation and discussion papers, policy and feedback statements, and warnings Primary Market Bulletins and other FCA publications legacy UKLA technical and procedural notes and the UKLA’s newsletter List!, where still pertinent assimilated EU legislation EU Directives and EU Regulations, where helpful to construing a provision Lexis+® UK analysis and resources Setting the scene What it covers: DTR 2 prescribes the framework for issuers to disclose and manage inside information, supporting timely and even-handed release of market-sensitive information. It also identifies specific situations permitting a delay to public disclosure of inside information, together with the safeguards required to keep such information...
This Resource Note spotlights commentary, analysis and materials to aid interpretation and give practical guidance on applying Chapters 1, 1A, 1B and 1C of the Disclosure Guidance and Transparency Rules: DTR 1, DTR 1A, DTR 1B and DTR 1C respectively. Materials referenced here include, where pertinent: the Financial Conduct Authority (FCA) Handbook FCA Knowledge Base guidance—Procedural notes and Technical notes (constituting formal guidance and binding on the FCA) FCA consultation papers, discussion papers, policy statements, feedback statements and warnings Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA newsletter List!, where still relevant to interpreting or applying a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpreting a provision Lexis+ UK analysis and resources Setting the scene What it covers: DTR 1 sets out the Disclosure guidance, explaining its scope and purpose; DTR 1A sets out the transparency rules with their scope and purpose;...
ARCHIVED: Released in 2020 and not actively maintained, this Market Standards trend report—produced with White & Case and Activist Insight, and featuring contributions from UBS Investment Bank, Georgeson and Greenbrook—examines recent UK shareholder activism, including a look back at H1 2020. It also sets out how companies can ready themselves for an activist approach and offers guidance for activists on running a successful campaign in the UK... What does the Market Standards trend report cover? Activity levels, such as the number of companies targeted and the capital committed to campaigns Target company profile, covering industry sector and size Activist profile, including the volume of first-time activists The nature of the demands activists are making How far activists succeed in securing their objectives How companies can prepare for an activist approach Tips for running a successful activist campaign...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 Major changes to the UK regime for public offers and admissions to trading took effect on 19 January 2026. The framework for securities offers and UK market admissions is now chiefly contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The reforms aim to simplify capital raising and substantially lessen the circumstances in which a company must publish an FCA-approved prospectus for a further share issue. For full details of the changes, see Practice Note: UK prospectus regime reform. This Practice Note sets out the prospectus regime that applied before 19 January 2026...
STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026 The framework now governing public offers of securities and admissions to trading in the UK is chiefly set out in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. These reforms are intended to streamline capital raising and markedly cut the number of situations in which a company must publish an FCA approved prospectus when undertaking a further issue of shares...
Company No: [ insert number ] [ Insert company name ] PLC Minutes from a meeting of [ a committee of ] the board of directors (the Meeting) of [ insert full name of company ] plc (the Company) Convened at [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert the names of the director(s) in physical attendance ] [ Insert the names of any directors attending by remote means (except where such means are specifically disallowed by the Company’s articles of association) (via [ insert mode of attendance for each director participating remotely ]) ] In attendance: [ Insert the name of anyone in attendance who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ Insert...
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...
Sale by PRs or appropriation to beneficiaries We understand you are asking when it is better for the personal representatives (PRs) to dispose of an estate property, or instead to appropriate it to the beneficiaries so that they handle the sale themselves. This choice typically arises where: the beneficiary(ies) has/have part or all of their capital gains tax (CGT) annual exemption available the beneficiary(ies) will pay CGT at 18% on any part of a gain the beneficiary(ies) has/have losses available to offset against any gain the sale will make a loss and the PRs will not be making any further disposals that may produce gains to utilise the loss A death is not usually a chargeable occasion for CGT. For these purposes the PRs are treated as acquiring the assets at market value on the date of death; effectively, all prior accrued gains are eliminated and the PRs start again with a clean slate...
This Q&A considers whether This Q&A explores whether, when a company is planning multiple share buybacks, it must put in place distinct share buyback contracts, each addressing a single intended buyback, or whether a single, overarching share buyback contract may instead cover all the intended buybacks, with each completing on a separate date. It proceeds on the basis that the company concerned is a private company limited by shares proposing to buy back shares off-market and that the contemplated buyback is neither for the purposes of, nor pursuant to, an employees’ share scheme within the meaning of section 1166 of the Companies Act 2006 (CA 2006)...