Listed security meaning

This checklist sets out the requirements for preparing for a company’s general meeting (GM) or annual general meeting (AGM). It is intended for both practitioners and company secretaries and applies to private and public limited companies, whether listed or unlisted. It addresses calling a GM or AGM, including the members’ and the court’s powers to call a meeting, notice requirements, practical preparatory steps, and a company secretary’s checklist of actions to take for the meeting. Holding hybrid GMs and AGMs Since the COVID-19 pandemic, many companies have enabled remote participation at meetings, typically by amending their articles to permit remote attendance, inclusion within the quorum, and the ability to vote by participants at such meetings, accordingly. For further details, see Practice Note: Holding entirely virtual or hybrid general meetings and AGMs...

In this issue: Public company takeovers (Offers) Corporate governance Banking and finance for corporate lawyers Daily and weekly news alerts New and updated content Dates for your diary Trackers Latest Q&As Useful information Public company takeovers (Offers) The Takeover Panel publishes three new Panel Statements The Takeover Panel (the Panel) has released three further Panel Statements. PS 2024/8 confirms two fresh appointments to the Panel; PS 2024/9 records the removal of the Pensions and Lifetimes Savings Association (PLSA) as a body entitled to nominate a Panel member; and PS 2024/10 makes minor tweaks to the Takeover Code (the Code) provisions on document charges. See: LNB News 18/04/2024 42. Takeover Panel publishes consultation on scope of Takeover Code application The Code Committee of the Takeover Panel has opened a consultation proposing a new framework designed to narrow which companies fall within the Takeover Code. The intention is to refocus the Code’s application on...

Banking & Finance—April 2024 case round-up Binyon and another (as joint administrators of VE Global UK Ltd) v Suzerain Investment Holdings Ltd and others [2024] EWHC 749 (Ch) — Debenture—void—section 859H Companies Act 2006. The court held the debenture was void against the administrators under section 859H for non-registration. Companies House certificate for an amendment agreement did not assist: the amendment extended the debenture’s terms only and created no charge, while the security-creating debenture itself had not been registered. Perhar v Freestone and others [2024] EWHC 945 (Ch) — Challenge to appointment of administrators—implied term—debenture—enforceability of floating charge—event of default. The appeal from a decision implying an enforceability term to give the debenture business efficacy was allowed. Given the significance of such an implication, the legal and factual issues must be resolved at a full trial listed for November 2024. See: Sophie Rebecca Perhar v Louise Freestone Paul Mallatratt Synergy In Trade Ltd [2023] EWHC 2065 (Ch). Banking & Finance case tracker ...

The EU General Court has set aside the first round of sanctions on Mikhail Fridman and Petr Aven, ruling that the evidence did not adequately demonstrate links to Vladimir Putin’s regime or efforts to destabilise Ukraine following Russia’s 2022 invasion. The pair—major shareholders in Alfa Group, the conglomerate behind the Russian heavyweight Alfa Bank—remain listed while their challenge to a subsequent package of measures, imposed in March 2023 after their designation, moves through the courts in a separate action. Lawyers suggest this early win may encourage some of the other 1,700 listed people and organisations with cases before the European court, especially where proceedings in England have fizzled out. Maria Nizzero, a financial crime and security specialist at the Royal United Services Institute think tank, said the decision marks a notable departure from UK court cases, where judges have shown marked deference to decision-makers and adopted a broad view of admissible evidence. The EU court delivered its judgment weeks after the Court of Appeal dismissed challenges by two other...

STOP PRESS From 24 February 2025, the core provisions of the Procurement Act 2023 (PA 2023) take effect and apply. Competitions commencing on or after that date must proceed under PA 2023, while procurements started under the earlier regimes — the Public Contracts Regulations 2015 (PCR 2015), the Utilities Contracts Regulations 2016, the Concession Regulations 2016, and the Defence and Security Public Contracts Regulations 2011 — must continue to be run and overseen in line with those rules and procedures accordingly. See Practice Note: Introduction to the Procurement Act 2023—PA 2023. This material concerns the Procurement Act 2023 regime. It provides practical guidance on public procurement under the Procurement Act 2023 (PA 2023). For practical guidance on light touch contracts under the former legislation, see Practice Note: Considerations when authorities procure contracts that are not subject to the full procurement regime. Overview of the light touch public procurement regime Under PA 2023, light touch contracts (LTCs) mean contracts wholly or predominantly for the delivery of identified...

Loan market and developments Overview Broadly, Scotland’s loan market mirrors that of England. Financial services regulation operates on a UK‑wide basis; a substantial body of legislation governing companies and other corporate vehicles (including corporate insolvency) likewise applies across the UK; and all Scottish clearing banks conduct business in every UK jurisdiction, as do their counterparts across the UK. In practical terms, this means English law governed loan documents typically require minimal amendment for UK cross‑border lending transactions. There are, however, some differences in terminology and certain statutory variations that must be allowed for; beyond those matters, an English law loan document and a Scots law loan document are closely aligned. It is commonplace, for example, for English law loan agreements to be deployed in Scottish lending transactions. The principal divergences between the jurisdictions arise in relation to property law and to the law concerning rights in security, where Scots law and English law are notably distinct. Lending Is it necessary to secure any consents or licences to...

Loan market and developments Please provide a succinct outline of the current condition of the loan markets in your jurisdiction and any noteworthy recent developments. The US corporate loan market remains a significant pillar of the US economy. While the US loan market has undergone considerable change in recent years, it is still resilient and continues to be one of the most inventive and consequential areas within the US capital markets. Two principal components of the US corporate loan space are broadly syndicated loans (BSL) and private credit transactions. The BSL segment is a key funding source for medium- and large-sized companies, comprising loans where multiple banks and non-bank financial institutions extend finance through a syndicate of lenders. Private credit typically involves lending by non-bank lenders on a bilateral basis or by a small cadre of lenders (often termed ‘club deals’). Both segments have seen strong growth and transformation over the past several years. Broadly Syndicated Loans Although private credit often captures more media focus, syndicated lending...

Board minutes—private M&A—share purchase—exchange—buyer Company no: [insert company number]. [insert company name] [Limited OR plc]. Board meeting at [insert place] on [insert date] at [insert time]. [insert name] chaired, confirmed due notice and quorum. Business: to consider and, if appropriate, approve documents and matters for the Company’s proposed purchase of the entire issued share capital of [insert target name] Limited from [insert seller name] [Limited OR PLC], subject to conditions, including any required shareholders’ approval. Directors declared interests per CA 2006 and the Articles; quorum and voting confirmed. Key documents tabled included the draft sale and purchase agreement, any loan note instrument, disclosure letter, stock transfer form(s), voting power of attorney, circular and proxy (if relevant), verification notes and responsibility documents, consents, irrevocable undertakings, announcement and ancillary papers. The board noted conditions precedent and long‑stop; consideration (cash, loan notes and/or consideration shares); warranties/indemnities with time limits, caps and thresholds, subject to disclosures; post‑completion non‑compete/non‑solicit; and key loan note terms (interest, redemption, guarantee/security, convertibility). RESOLVED...

1 General information Review date [ enter date of review ] Date of previous review [ enter date of last review ] Reviewer(s) [ enter name(s) or role(s), eg data protection officer ] 2 Review and findings Is your data processing register current? ☐ Yes ☐ No If No, make sure you note an action in section 3 below Have you carried out a data protection risk assessment since the previous review? ☐ Yes ☐ No If No, ensure an action is recorded in section 3 below Have you undertaken an information security review since the previous review? ☐ Yes ☐ No If No, set an action in section 3 below Are the policies listed below up to date and suitable for purpose?...

STANDARD CONTRACTUAL CLAUSES SECTION I Clause 1 Purpose and scope The aim of these standard contractual clauses is to ensure observance of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons regarding the processing of personal data and the free movement of such data (General Data Protection Regulation) (1) for the transfer of personal data to a third country. The Parties: the natural or legal person(s), public authority/ies, agency/ies or other body/ies (together, ‘entity/ies’) that transfer the personal data, as listed in Annex I.A (each a ‘data exporter’), and the entity/ies in a third country receiving the personal data from the data exporter, directly or indirectly via another entity also Party to these Clauses, as listed in Annex I.A (each a ‘data importer’) have agreed to these standard contractual clauses (‘Clauses’). These Clauses apply to the transfer of...

Recognised growth market exemption from stamp duty and SDRT The recognised growth market exemption from stamp duty and SDRT covers securities admitted to trading on a recognised growth market, provided they are not listed on any market. Although people often say AIM shares are ‘listed on AIM’ or ‘AIM listed’, they are in fact unlisted; it is therefore better to describe them as ‘AIM traded shares’ or simply ‘AIM shares’. They are classed as unlisted because they are not included in the UK official list. Under section 1005(3) of the Income Tax Act 2007 (ITA 2007), a security admitted to trading on a UK recognised stock exchange counts as ‘listed’ only if it appears on the UK official list. Furthermore, section 99A(3) of the Finance Act 1986 confirms that the meaning of ‘listed’ in ITA 2007, s 1005(3)–(5) also applies to the references to ‘listed’ within the recognised growth market exemption from stamp duty and SDRT...