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Capitalisation issue meaning

What does Capitalisation issue mean?
A capitalisation issue is an allotment of fully paid shares to existing shareholders for no consideration, funded by capitalising the company’s reserves (for example, distributable profits, share premium or the capital redemption reserve). It is commonly called a bonus issue or scrip issue (not to be confused with a scrip dividend). No new money is raised; amounts are transferred from reserves to paid‑up share capital, leaving net assets unchanged. Shareholders’ percentage interests are broadly maintained as shares are typically issued pro rata. In UK and Irish practice, the term is descriptive rather than a defined legal term, but the mechanism is permitted by company law (Companies Act 2006 in the UK; Companies Act 2014 in Ireland) and by most company articles. Implementation usually requires board action and, where the articles so provide, shareholder authority. Listed companies use capitalisation issues as a corporate action to improve liquidity or adjust share price levels; they are distinct from a rights issue. Key features: - No consideration from shareholders; shares are fully paid from reserves. - Pro rata allocation to existing holders on a record date. - Does not distribute value but reclassifies equity. Usage and legal effect are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.
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View the related Checklists about Capitalisation issue

CHECKLISTS
Practitioners’ guide to Schedule 1 Children Act 1989 applications (England and Wales): jurisdiction, MIAMs, forms, standard and fast-track, FDR, orders, duration and variation

Procedure—Schedule 1 to the Children Act 1989 Unless an application seeks only periodical payments (ie no capital orders at all), an application under Schedule 1 to the Children Act 1989 (ChA 1989) will proceed in accordance with the standard procedure. In the same way, where a party applies to vary an existing order, the fast-track route is available only where the variation concerns a periodical payments order and no form of capitalisation is requested. See Practice Note: Fast-track (shortened) financial remedy procedure. An application under ChA 1989, Sch 1 is issued in the Family Court and is allocated to a district judge. See Practice Notes: Procedure—Schedule 1 to the Children Act 1989 and Issuing financial proceedings in Form A (standard procedure). This Procedural Guide is primarily focused on applications proceeding under the standard procedure. The pre-action protocol and the overriding objective contained in the Family Procedure Rules 2010 (FPR 2010) apply to applications under ChA 1989, Sch 1—see Practice Note: Financial proceedings—pre-application requirements—Pre-application protocol (FPR 2010, PD...

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NEWS
Weekly financial services regulatory briefing: UK, EU and international developments across conduct, prudential, operational resilience, enforcement, sanctions, capital markets, payments and crypto (week of 23 October 2025)

In this issue: Beyond Brexit UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Operational resilience Complaints, compensation and claims management Financial crime and sanctions Consumer credit, mortgage and home finance Conduct requirements Investigations, enforcement and discipline Regulation of capital markets Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management UK MiFID II EU MiFID II Regulation of insurance Payment services and systems Fintech and cryptoassets LexTalk®Financial Services: a Lexis®Nexis community Dates for your diary Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts Beyond Brexit FCA updates guidance on the financial services contracts regime, temporary permissions regime and leaving SRO or CRO The Financial Conduct Authority (FCA) has refreshed its guidance covering the temporary permissions regime, the financial services contracts regime, and how firms...

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NEWS
Key EU law developments: Commission 2026 Work Programme, procurement evaluation, sustainability reforms, UK adequacy, EMIR 3, chemicals, REACH, HTA, AI/TMT, Russian energy ban—23 October 2025

In this issue: EU fundamentals Competition and state aid Corporate Data protection and cybersecurity Financial services Energy Environment Life sciences TMT International trade Daily and weekly news alerts New and updated content Trackers EU fundamentals European Commission adopts 2026 Work Programme The Commission has approved its 2026 Work Programme, Europe’s Independence Moment, presenting a refreshed roadmap for Europe’s sustainable prosperity, competitiveness and resilience. Building on the 2024–2029 Political Guidelines, the 2026 plan prioritises stronger technological autonomy, energy security and social cohesion, while advancing simplification and sharpening competitiveness across all sectors. See: LNB News 22/10/2025 13. Commission publishes evaluation of 2014 EU Public Procurement Directives The Commission has issued an assessment of Directive 2014/23/EU, Directive 2014/24/EU and Directive 2014/25/EU (EU Public Procurement Directives), finding they have only partly fulfilled their aims. The review indicates that legal certainty and flexibility were not enhanced, and that new sector‑specific provisions have introduced...

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NEWS
EU legal and regulatory weekly briefing—26 June 2025: consultations, enforcement and reforms across competition, financial services, energy, environment, TMT, IP and life sciences

In this issue: Commercial Competition and state aid Corporate Free movement, immigration and employment Financial services Energy Environment Insurance and reinsurance IP Life sciences Regulatory TMT International trade Daily and weekly news alerts New and updated content Trackers Commercial Commission launches consultation on Standardisation Regulation revision The European Commission has opened a call for evidence within its planned revision of the Standardisation Regulation. The initiative aims to remedy shortcomings found during the Regulation’s evaluation and to hasten the creation of systemic standards that bolster the EU’s resilience alongside its green and digital transitions. Stakeholders are invited to provide their views to inform the further development of the proposal. The consultation closes on 21 July 2025. See: LNB News 25/06/2025 29. Competition and state aid Mergers—Commission unconditionally clears Liberty Media/Dorna merger after phase II Following a phase II investigation (M.11539), the Commission granted unconditional clearance...

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PRACTICE NOTES
Archived UK guidance on PR App 3 Annex III: minimum disclosure for share securities notes under former Prospectus Rules, with FCA/ESMA resources and relevance to the Prospectus Regulation Rules

Materials ARCHIVED: This Practice Note is no longer maintained and has been archived. Last revised in July 2019. From 21 July 2019, EU member states applied the Prospectus Regulation (EU) 2017/1129 in full, and the Prospectus Directive was revoked. It now determines when a prospectus must be published for public offers of securities in the UK, and for admissions to trading on a UK regulated market. To align the FCA Handbook with the Regulation, the FCA removed the Prospectus Rules in full and substituted them with the Prospectus Regulation Rules sourcebook. Further details are set out in Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. This note, together with other notes on the repealed Prospectus Rules, is kept for reference, as the commentary may continue to be relevant to equivalent provisions in the Prospectus Regulation Rules (PRR). This Resource Note gathers pertinent commentary, analysis and materials to aid interpretation of, and give practical guidance on applying, Annex III of Appendix 3...

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PRACTICE NOTES
UK equity capital markets 2023: LSE Main Market and AIM IPOs, secondary offers, retail participation, SPACs and FCA listing regime and prospectus reforms

This Practice Note reviews 2023 trends for IPOs and secondary offerings on the London Stock Exchange’s Main Market and on AIM across the year comprehensively. For deeper analysis and further perspective on UK ECM developments from our external contributors, consult our Market Standards ECM Trend Report 2023. IPO figures exclude introductions and moves between markets, except where noted otherwise generally. Market capitalisation is derived from the closing price on the admission date and calculated as quoted by London Stock Exchange plc on admission. Issuers listing GDRs are excluded entirely from the market capitalisation figures. Our review of secondary offerings covers deals raising £10m or above where the primary element of the fundraising is a placing, open offer or rights issue, and omits transactions by closed ended investment companies. IPOs IPO activity in London, broadly mirroring most global markets, stayed muted as difficult economic and geopolitical backdrops continued to hinder fundraising. Twenty-three IPOs completed in total on the London Stock Exchange, down 49% from the 45 IPOs in 2022...

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PRACTICE NOTES
UK Banking, Finance, Capital Markets, Derivatives and Insolvency Law Glossary including Islamic finance

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

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PRECEDENTS
Precedent reporting accountants’ capitalisation and indebtedness letter for secondary share offers (placing, open offer or rights issue): procedures, negative assurance and usage limitations for prospectus inclusion

[ On reporting accountants’ letterhead ] The Directors [ Insert company and sponsor details ] [ Insert date ] Dear [ insert name ] [ Insert name of company ] (the Company): [ Placing AND/OR Open offer AND/OR Rights issue ] of [ insert number ] [ insert class ] shares of [ insert nominal value ] each Further to our engagement letter dated [ insert date ], we performed the procedures below on the Statement of Capitalisation and Indebtedness of the [ Company OR Company's group ] included in the Company’s prospectus dated [ insert date ]. The Statement of Capitalisation and Indebtedness was prepared by, and is solely the responsibility of, the Company’s directors. Procedures [ Insert procedures undertaken re the Statement of Capitalisation and Indebtedness ]. Opinion Solely from the procedures above, [ insert opinion, e.g. nothing has come to our attention to indicate that the Statement of Capitalisation and Indebtedness requires adjustment ]. Other matters ...

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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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PRECEDENTS
Precedent articles of association for a UK-listed public company limited by shares (Companies Act 2006; FCA Listing Rules; Uncertificated Securities Regulations)

Part 1, interpretation and limitation of liability This Part defines key expressions used throughout the articles and sets out how they are to be read. Terms such as articles, auditors, bankruptcy (including comparable overseas proceedings), board, CA 2006, certificated/uncertificated, chair, clear days, company’s lien, director, Disclosure Rules, FCA, FSMA, fully paid/paid, Official List, register of members, relevant officer, relevant system, UK Listing Rules, UKLA and writing are given specific meanings for consistent application. The model articles under section 20 of CA 2006 do not apply. Unless context dictates otherwise, words or expressions not defined here take the meaning given in CA 2006, or if absent there, in the Uncertificated Securities Regulations, as in force when these articles first bind the company. References to legislation include subordinate legislation and any amendment, extension, consolidation, re‑enactment or replacement then in force. Singular includes plural and vice versa; masculine includes feminine and neuter; references to persons include corporations. Liability of members: each member’s liability...

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