Explanatory circular meaning

In this issue: EU fundamentals Competition and state aid Corporate Data protection and cybersecurity Free movement, immigration and employment Financial services Environment Insurance and reinsurance IP Life sciences Regulatory TMT International trade Daily and weekly news alerts Trackers EU fundamentals Commission issues formal notices to EU Member States for failing to transpose EU directives The European Commission has dispatched letters of formal notice to several EU Member States that have not implemented five directives into national law. These measures span electricity market design (26 Member States), building energy performance (9 Member States), digital operational resilience (13 Member States), road transport social legislation (16 Member States), and food extraction solvents (5 Member States). Member States have two months to reply and finalise transposition of the directives, whose deadlines fell between January and February 2025. Denmark alone has fully transposed the Electricity Market Directive within the required timeframe. See: LNB...

Practice Note This Practice Note sets out the matters that may arise on a private M&A deal (whether implemented as a share acquisition or an asset acquisition) where a counterparty is a company whose shares are listed in the equity shares (commercial companies) category or in the transition listing category on the Financial Conduct Authority’s (FCA) Official List and are admitted to trading on the main market for listed securities (Main Market) or admitted to trading on AIM. It also addresses points common to all public companies, whether exchange-listed or not. In these scenarios, the buyer and/or seller may need to release suitable market announcements containing certain mandated enhanced disclosures. Where the deal amounts to a reverse takeover (see below) and the purchaser is a listed company, the purchaser may have to dispatch an explanatory circular to shareholders and secure their approval for the acquisition at a general meeting (that approval will become a condition to completion and therefore influence the timing of the acquisition). The principal additional procedures...

This Practice Note sets out the key regulatory obligations that apply to a company admitted to the equity shares (commercial companies) category (sometimes also called the commercial companies category) when it undertakes, from time to time, or plans to undertake, a transaction treated as a reverse takeover under Chapter 7 of the UK Listing Rules, UKLR 7. In this Practice Note, for convenience, any reference to a listed company means a company listed in the commercial companies category. A reverse takeover is, in essence, where a listed company, or its subsidiary, acquires a business, company or assets (the target) and, by reference to a set of prescribed class tests, the target is the same size as, or larger than, the listed company, or the deal effectively brings about a fundamental change to the listed company’s business, board or voting control. Further, for practical help on the class tests and applying them to classify a transaction, see Practice Note: UK Listing Rules class tests—fundamentals. Applicable law and guidance:...

Form of proxy for use at the meeting of the members of [ insert name of offeree ] PLC (the Company) Convened by order of the High Court of Justice of England and Wales dated [ insert date of court order ] (the Court Meeting), this proxy concerns the meeting of members called to consider and, if appropriate, approve a proposed scheme of arrangement (the Scheme), with or without amendment. The Court Meeting is scheduled at [ insert location of meeting ] on [ insert date ] at [ insert time ] [ am OR pm ] and/or at any adjournment of the Court Meeting. Kindly complete, sign and return this form so that it reaches the Company’s registrars, [ insert name ] (the Registrars), at [ insert address ] no later than [ insert time ] [ am OR pm ] on [ insert date ]. Before you complete this form, please consult the explanatory notes below together with the guidance and notes included in the...

This document is important and requires your immediate attention Within this document is a proposal that, if carried out in its entirety, would lead to the delisting of [ Offeree ] Shares from [ insert name of relevant market, such as AIM or the Main Market of the London Stock Exchange ]. Should you be uncertain about the Offer or what steps to take, you are urged promptly to obtain your own immediate, independent financial advice from your stockbroker, bank manager, solicitor, accountant or another independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are not, from an appropriately authorised independent financial adviser. If you have disposed of, or now dispose of, all of your [ Offeree ] Shares by sale or any other transfer, kindly forward this document together with any enclosures (but excluding any personalised enclosures) without delay at once forthwith to the buyer or transferee, or to the stockbroker,...