Clearance procedure meaning

STOP PRESS: A major, wide-ranging overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and standard listing segments and introducing a unified category for equity shares of commercial companies. That commercial companies category is strongly disclosure-led and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals for guidance. This Checklist represents the listing regime as it existed before 29 July 2024. A limited company may acquire its own shares if certain conditions set out in the Companies Act 2006 (CA 2006) are satisfied under that statute. This is commonly referred to as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, further rules and guidelines are relevant to a listed company...

A limited company can repurchase its own shares where the requirements of the Companies Act 2006 (CA 2006) are met. This is termed a share buyback, or a purchase of own shares. Beyond the CA 2006, additional rules and guidance are relevant to a listed company or an AIM company. A private limited company may only carry out an off‑market buyback; accordingly, this checklist does not cover on‑market buybacks. For an overview of share buybacks, including how off‑market and on‑market buybacks differ, see Practice Note: Share buybacks—the legal framework. Preliminary issues Before proceeding with a buyback, a private limited company should work through several preliminary points and may need to complete certain preparatory steps. For more detail, see Practice Notes: Private company share buybacks—initial considerations and Tax issues on share buybacks for corporate lawyers. Articles of association and shareholders' agreements: Check that the company’s articles provide the necessary power to undertake the proposed buyback...

A limited company is permitted to repurchase its own shares where the criteria in the Companies Act 2006 (CA 2006) are satisfied. Such transactions are known as share buybacks, or purchases by a company of its own shares. Alongside the CA 2006 provisions, additional rules and guidance can apply to a listed company or to an AIM company. A private limited company may effect a buyback out of capital in accordance with CA 2006, Pt 18, Ch 5 (CA 2006, ss 709–723), subject always to any restriction or prohibition contained in the company’s articles of association. For private companies, repurchases are undertaken solely off-market, and accordingly this checklist does not cover on-market buybacks. For an introduction to share buybacks, including an outline of the differences between an off-market share buyback and an on-market share buyback, see Practice Note: Share buybacks—the legal framework. Preliminary issues Before proceeding with any share buyback to be financed out of capital in accordance with CA 2006, Pt 18, Ch 5, a private limited...

Mergers The Commission approved the takeover giving exclusive control of Gimv by WorkxInvest NV (M.11450) following a phase I review—see further Midday Express. The Commission was notified of Hydro Energi/Miracl/Rein JV (M.11388) under the simplified merger procedure. Note—For all live merger investigations before the Commission, see further the EU mergers—ongoing cases tracker...

Mergers Following a phase I investigation, the Commission approved the formation of a joint venture between STRABAG AG and Becker Umweltdienste GmbH (M.11790)—see further, Midday Express. The Commission received notifications for: General Atlantic/PSG/Hostaway (M.11864) (simplified merger procedure) Eichler Consulting/Maximilian Aicher/Evelyne Maria Aicher/Wolfgang Reitzle/Telchar Investments/RMH Production (M.11842) (simplified merger procedure) Ares/GCP (M.11787) (simplified merger procedure) Note—For ongoing merger investigations before the Commission, see the EU mergers—ongoing cases tracker. State aid The Court of Justice held a hearing in Case C‑632/23 Commission v Bulgaria (Échanges de terrains forestiers II), an action brought by the Commission against Bulgaria for failing to comply with Decision SA.26212 concerning aid granted to private forest owners—see further, application. Note—For all live State aid appeals before the Court of Justice, see the Court of Justice State aid appeals—ongoing cases tracker. Upcoming dates For dates of forthcoming EU competition developments, see...

Mergers Following a phase I review by the Commission, approval was given to KPS Capital Partners, LP for the acquisition of sole control over Innomotics GmbH and Innomotics LLC (M.11616)—see further, Midday Express The Commission received and filed the notification in Compass/DR Holding (M.11664) under the simplified merger procedure The Commission has released the public version of its phase I decision in Farfetch/Richemont/Ynap (M.10926)—see further, decision NOTE—For every ongoing merger investigation before the Commission, see further, EU mergers—ongoing cases tracker State aid Under EU State aid rules, the Commission authorised a Dutch scheme worth €700m to compensate farmers who voluntarily shut livestock farming sites in specified areas of the Netherlands, to improve environmental quality and encourage more sustainable, environmentally friendly production in the livestock sector—see further, Midday Express The Official Journal has published the text of the draft Guidelines on State aid for land and multimodal transport—see further, draft Guidelines on State aid for land and multimodal...

The Pensions Regulator (the Regulator) The Regulator is an arm’s-length public body set up under the Pensions Act 2004 (PeA 2004). Its authority to impose contribution notices and financial support directions appears in PeA 2004, ss 38–50. Although the Act does not use the label, these provisions are widely known as the Regulator’s ‘moral hazard’ powers. Their purpose is to counter the ‘moral hazard’ arising from the Pension Protection Fund (PPF): the possibility that corporate groups might organise their structures so as to heighten exposure within their pension schemes, comfortable that the PPF would intervene if the employer entered insolvency. The principal moral hazard tools—and the only ones exercised so far—are the power to issue a contribution notice (CN) and the power to issue a financial support direction (FSD). A CN compels the recipient to pay a specified amount into a defined benefit occupational pension scheme. A CN can be issued where the criteria in PeA 2004, s 38 are satisfied. These mechanisms exist to deter behaviour that would...

This Practice Note considers the eligibility criteria for indefinite leave to remain under the Tier 1 (Investor) category. The Tier 1 (Investor) category closed to fresh applications, without notice, from 16.00 on 17 February 2022 through Statement of Changes in Immigration Rules CP 632. Holders of existing leave on this route may still prolong their permission, including applying for entry clearance from outside the UK where they have held Tier 1 (Investor) leave at any point in the 12-month period before the application date, and may pursue settlement. Requests to extend, whether made inside or outside the UK, must be filed by 17 February 2026. Applications for indefinite leave to remain must be submitted before 17 February 2028. Specific timings for each cohort are outlined below. In line with other pre-simplification ‘legacy’ routes—and particularly as this route was partly closed due to concerns it enabled the movement of illicitly obtained wealth—both extension and settlement applications are expected to attract rigorous scrutiny. For more on the closure, see: LNB News...

The Skilled Worker route The Skilled Worker route allows UK employers holding a valid sponsor licence to hire, or continue to employ, skilled individuals who are neither British nor Irish nationals. It is the principal route for entry to, and residence in, the UK for employment. The Practice Note: Sponsoring a Skilled Worker reviews the eligibility requirements connected to a sponsor issuing a Certificate of Sponsorship (CoS), including the necessary skill level and salary. Once a CoS has been issued, and provided the applicant meets all other criteria, they can apply for entry clearance or permission to stay...

This precedent memorandum outlines the processes to be observed by a listed company and its subsidiaries when transacting in the company’s securities. Its aim is to support the company in meeting its duties under the UK Market Abuse Regulation (Assimilated Regulation (EU) 596/2014) and to confirm that appropriate systems and procedures exist to help persons discharging managerial responsibilities (PDMRs) and other staff within the company and its subsidiaries fulfil their responsibilities under the company’s Dealing Code and the UK Market Abuse Regulation. This precedent arises from an industry‑led creation of codes, guidance and best practice produced by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute), GC100, the Quoted Companies Alliance and other market participants. Additionally, the memorandum addresses dealing processes across the company and its subsidiaries, associated clearance requirements and potential refusal circumstances. Index No. Content Page Introduction [ page number ] Part A—General dealing requirements [ page number ] 1. Dealings by Restricted Persons [ page number ] 2....