Issuer meaning

What this checklist covers This checklist sets out the principal matters a solicitor guiding a first time issuer must verify and, where appropriate, propose changes to, when reviewing English law terms and conditions governing an issue of debt securities...

What this checklist covers This checklist identifies the principal matters a solicitor advising a first time issuer should review and, where appropriate, propose amendments to when considering an English law trust deed for a debt securities issue. It applies to trust deeds for both secured and unsecured debt securities. It should be read alongside Practice Note: Trust deed—first time issuer's guide, which explains: the advantages and disadvantages of appointing trustees in debt capital markets transactions and the nature of the relationship between an issuer and a trustee, and the practical aspects of the main provisions commonly included in trust deeds for debt capital markets transactions Although the terms and conditions of the debt securities being issued will be set out in an annex to the trust deed, this checklist does not cover terms and conditions—these are addressed in Terms and conditions—first time issuer's negotiation checklist and Practice Note: Terms and conditions—first time issuer's guide. References are made to provisions by their usual...

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),...

Checklist for listing debt securities on the Irish Stock Exchange trading as Euronext Dublin (‘Euronext Dublin’) This diagram presupposes that the issuer, as follows: has listed debt securities in the past; and intends to list standard debt securities or a medium term note programme...

UK Care No 1 Ltd v HMRC [2026] UKUT 90 (TCC) The appellant, UKC1, was a Guernsey-incorporated company. It served as the issuer of loan notes within a securitisation structure for the BUPA group. Those notes were placed at a discount and incurred transaction expenses. UKC1 recognised the obligation on an amortised cost basis. That accounting treatment reflected the discounted issue price and the associated fees borne at issue time. (CTA 2009, s 327 is inapplicable where fair value accounting is adopted.) In 2016—when BUPA intended to dispose of certain care homes included in the collateral package—BUPA acquired UKC1 and it became resident for UK tax. UKC1 subsequently bought back the loan notes. The terms for early repayment were set by a ‘Spens’ (or ‘make whole’) provision, which required payment of whichever was greater: the principal sum, or the present value of future cash flows, discounted by reference to a named gilt...

In this issue: Competition and state aid Data protection and cybersecurity Free movement, immigration and employment Financial services Environment Insurance and reinsurance IP Life sciences TMT Daily and weekly news alerts New and updated content Trackers Competition and state aid Antitrust—Court of Justice dismisses Teva and Cephalon’s appeal against ‘pay-for-delay’ fines The Court of Justice has handed down its judgment in Case C-2/24 P, Teva Pharmaceutical Industries and Cephalon v Commission, challenging the General Court’s judgment in Case T-74/21 that upheld the Commission’s 2020 fines for a pay-for-delay arrangement which postponed the entry of a generic form of modafinil. The Court rejected the appeal in full. See News Analysis: EU Competition law—daily round-up (23/10/2025). Data protection and cybersecurity Commission releases internal Cloud Sovereignty Framework The European Commission has published an internal Cloud Sovereignty Framework laying down baseline requirements to ensure that processing and storage of data within EU...

In this issue: Property (Digital Assets etc) Act 2025 Lending Aviation finance Shipping finance Real estate property Sustainable finance Derivatives Regulation for derivatives Regulation for banking lawyers New and updated content Useful information Property (Digital Assets etc) Act 2025 Property (Digital Assets etc) Act 2025 comes into force The Act clarifies which things can be recognised as objects of personal property rights, ensuring they are not excluded from such treatment. It took effect on 2 December 2025. Source: Property (Digital Assets etc) Act 2025. Lending LMA publishes note clarifying deed requirements and intercreditor documentation The Loan Market Association (LMA) has assessed the impact of obiter observations in Macdonald Hotels v Bank of Scotland [2025] EWHC 32 (Comm), which raised doubt over whether a particular testimonium clause—akin to those in the LMA’s recommended intercreditor agreements—sufficiently demonstrates, on the face of the document, an intention for it to take effect as...

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...

In most bond or note offerings, the issuer will appoint an agent—or more frequently a panel of agents—to perform a range of administrative tasks on its behalf in connection with the issue. One agent will co-ordinate the activities of the others. Where the transaction does not include a trustee, that co-ordinating role falls to the fiscal agent. If a trustee is involved, the principal paying agent performs the co-ordinating function instead. The primary benefit of a fiscal agency structure for a straightforward bond issue is the potential for lower costs overall. By comparison, putting in place the alternative arrangement with a trustee and principal paying agency is typically more expensive to establish in practice. For ease of reference in this Practice Note, the term ‘bonds’ is used in a generic sense to cover all forms of debt securities (including bonds, notes and commercial paper). For guidance on the difference between ‘bonds’ and ‘notes’ and the meaning of ‘commercial paper’, see Practice Note: Types of debt securities. Who is the...

This Practice Note provides an overview of the process of making a rights issue in CREST It does not attempt to introduce CREST or uncertificated securities, nor does it offer practical steps for transferring shares through CREST. For guidance on those topics, including a summary of key terms, refer to Practice Note: CREST and uncertificated shares—an introduction. For a synopsis of how various shareholder and company actions are carried out within CREST, see Practice Note: CREST—shareholder and general corporate actions. For a guide to conducting an open offer in CREST, consult Practice Note: CREST—open offers. For how to accept a takeover offer via CREST, see Practice Note: CREST—takeover offers. The general mechanics of undertaking a rights issue fall outside the remit of this Practice Note. It addresses solely the aspects that differ, or merit specific comment, where a rights issue is implemented through CREST. For broader information on rights issues and the matters that listed or AIM companies should evaluate when proposing a rights issue, see Practice Notes: Rights...

£ [ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] Dated [ insert day and month ] 20[ insert year ] Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (the Issuer) Background The Issuer has determined to create up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, to be constituted as set out in this document...

£[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes 20[ insert year ] [ insert name of issuer ] This Instrument bears the date [ insert day and month ] 20[ insert year ]. Parties [ Insert name of issuing company ], incorporated in England and Wales under number [ insert company number ], whose registered office is at [ insert address ] (Issuer) background The Issuer has determined to establish up to a maximum nominal amount of £[ insert number ] [ insert rate ]% convertible [ subordinated ] redeemable loan notes, which shall be constituted in accordance with the provisions set out in this document...

[ Printed on the reporting accountant’s letterhead ] The Directors [ Enter name and address of issuer ] and [ Enter name and address of nominated adviser ] [ Enter date ] Dear [ enter text ] [ Enter name of issuer ] (the Company): Application for admission to AIM — Financial Reporting Procedures We refer...

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...