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Direct listing meaning

What does Direct listing mean?
In UK and Irish capital markets practice, a direct listing describes the admission of a company’s existing shares to a public market without issuing new shares and without marketing or underwriting any sale of existing shares. In UK rulebooks this route is usually called an “introduction”. It is not defined in legislation or case law, but is addressed in exchange and regulator rules (for example, the FCA Listing Rules, London Stock Exchange/AIM Rules and Euronext Dublin rules). Key features and use: - No primary fundraising and no public offer or bookbuild. - Typically used by issuers that have already raised capital and have a broad shareholder base, or where marketing would be inappropriate (for example, where shares are already listed elsewhere). - Admission still requires the issuer to meet eligibility, disclosure and free float requirements of the relevant market and regulator. - An FCA-approved prospectus is generally required for initial admission to the Main Market/Official List, even without an offer. AIM/Euronext Growth admissions usually require an admission document unless a specific fast-track or exemption applies. - Pricing is determined by the market on admission; there is typically no underwriting, greenshoe or stabilisation, so liquidity and investor engagement planning are critical. Usage is...
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View the related News about Direct listing

NEWS
UK, EU and international financial services regulation: weekly update for lawyers—enforcement, capital markets, consumer protection, ESG, MiFID, payments, crypto and AI—8 May 2025

In this issue: UK, EU and international regulators and bodies Financial crime and sanctions Consumer protection Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Packaged Retail and Insurance-based Investment Products (PRIIPs) Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management UK MiFID II EU MiFID II Consumer credit, mortgage and home finance Payment services and systems Fintech and cryptoassets Regulation of AI in FS LexTalk®Financial Services: a Lexis®Nexis community Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts Dates for your diary UK, EU and international regulators and bodies Treasury Select Committee publishes letter from FCA CEO following recent evidence session The House of Commons (HoC) Treasury Select Committee (TSC) has issued a letter dated 30 April 2025 from Nikhil...

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NEWS
Hong Kong Court of First Instance: O.23 RHC security for costs applies to award set-aside applications; public policy challenge to Listing Rules and set-off rejected

What are the practical implications of this case? This decision offers a welcome confirmation that the legal tests for granting security for costs to a defendant under Order 23 rule 1 RHC apply equally to a bid to set aside an arbitral award under section 81(1) AO, as recognised in P1 v D (Arbitration: Security for Costs) [2024] 5 HKLRD 699 (not reported by LexisNexis®UK). That equivalence underscores the Hong Kong Courts’ endorsement of arbitration, ensuring challenges to awards are not advanced lightly. The reasoning serves as a recap of the principles distilled in Hong Kong Court authorities. Those authorities emphasise that the court enjoys an unfettered discretion to direct security for costs which, as Mimmie Chan J did, must be evaluated by reference to all the circumstances of the case and by employing a broad brush approach to costs. As explained in Edward Walecki v The General Fiduciary Company Ltd [2020] HKCFI 2921 (not reported by LexisNexis®UK) at para 18, and relied upon by Mimmie Chan J in...

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View the related Practice Notes about Direct listing

PRACTICE NOTES
EU Merger Control: ‘Concentration’ Definition, Sole/Joint Control, JVs, Thresholds, Warehousing and Standstill Risks; plus FDI Screening, Foreign Subsidies Regime and DMA Notifications

A ‘merger’ can come within the scope of the EU merger rules and require notification to the European Commission (the Commission) where at least two parties to the deal generate appreciable worldwide and EU turnover, both combined and individually. In particular, and subject to a few narrowly construed exceptions, a transaction must be notified to and cleared by the Commission if: it is a ‘concentration’ within the meaning of the EU Merger Regulation (EUMR) the merger is permanent it satisfies the specified financial thresholds Where these requirements are satisfied then, subject to a few narrowly construed exceptions, EU merger control will apply to the exclusion of the national merger rules of any European Economic Area (EEA) Member State. The EUMR defines a ‘concentration’ as follows: where two independent undertakings merge—this includes scenarios in which previously ‘independent’ undertakings establish a shared management team, or undertake a dual listing on a Stock Exchange the acquisition of control by one...

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PRACTICE NOTES
Pre-October 2012 Court of Appeal (England and Wales) civil appeals—archived guidance on filing, bundles, listing and timetables

ARCHIVED: This Practice Note has been archived and is not maintained Save where an appeal notice was filed or permission to appeal obtained before 1 October 2012, this Practice Note is kept for historical reference only. For current requirements, see Practice Note: Conducting an appeal in the Court of Appeal. Any CPR rules and practice directions cited here will direct you to the provisions presently in force, not those that applied before 1 October 2012. For the pre-October 2012 position, consult the attached PDFs: CPR 52 (old) CPR PD 52 (old) Filing and serving documents Documents must be filed at the Civil Appeals Office Registry, Room E307, Royal Courts of Justice, Strand, London WC2A 2LL. Tel: 020 7947 6409. The Court of Appeal will not serve documents; service rests with the parties. Filing by email is permitted for: an appellant's notice a respondent's notice an application notice Electronic filing is allowed only where...

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PRACTICE NOTES
Preparing for Employment Tribunal Final Hearings: Directions, Bundles, Listing, Liability/Remedy, Split Hearings and Covertly Recorded Evidence (England, Wales and Scotland)

This Practice Note outlines how to get ready for a final tribunal hearing, covering directions, bundles, scheduling of hearings, and when liability and remedy are determined together. It also addresses split hearings and the route for admitting secretly made recordings into evidence. Directions In most situations, the tribunal issues directions to the parties about the steps to be taken in advance of the final hearing. This can occur at a preliminary hearing or be provided in writing without a hearing (see Practice Note: Employment tribunal case management). For more detail on the types of directions commonly made, see Practice Note: Preliminary hearings in the employment tribunal—Preliminary hearings relating only to general case management orders. Preparation and exchange of witness statements It is standard for the tribunal to direct the preparation and exchange of witness statements. Several copies of each statement will be needed at the final hearing. For further guidance, see Practice Note: Witnesses—employment tribunals—Preparation and exchange of witness statements. Use of written representations ...

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View the related Precedents about Direct listing

PRECEDENTS
Former UK Listing Rules ‘Model Code’ on PDMR share dealing—restrictions, clearance and exceptions; deleted on implementation of the Market Abuse Regulation

Please be aware that this precedent is provided solely for information purposes and constitutes a memorandum outlining the full particulars of the Model Code formerly included in the Listing Rules, which applied to directors of companies holding a premium listing of equity shares on the Financial Conduct Authority’s Official List. The FCA removed the Model Code as a direct consequence of the implementation of Regulation (EU) No 596/2014 on market abuse (the Market Abuse Regulation), which took effect on 3 July 2016. For further information on the Market Abuse Regulation, see Practice Notes: Market Abuse Regulation (MAR)—essentials [Archived] and UK Market Abuse Regulation—level 2 and level 3 measures. From 3 July 2016, The Chartered Governance Institute (formerly ICSA: The Governance Institute), GC100, the Quoted Companies Alliance (QCA) and other market participants issued a guidance note together with a range of specimen dealing codes for use by listed and quoted companies. For additional information on these materials, see Practice Note: ICSA, GC100, QCA: Market Abuse Regulation (MAR)...

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PRECEDENTS
Law firm publicity, pricing and transparency compliance checklist under SRA rules (England and Wales)

1 General 1.1 Type of publicity reviewed and by whom Type of publicity material examined ☐ Marketing collateral or initiative (including our firm’s name or description) ☐ Stationery ☐ Advert ☐ Brochure ☐ Website ☐ Directory listing ☐ Media appearance ☐ Promotional press release, not prepared on a client’s behalf ☐ Direct contact with potential client(s) or other person(s), in person, in writing, or in electronic form ☐ Online content or social media post issued by or on behalf of our firm ☐ Other—[ insert description ] Person completing checklist and completion date [ Insert name ] [ Insert date ] If the publicity was produced or carried out by a third party, proceed to section 1.2. If not, continue to section 2...

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