Listed shares meaning

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard segments and introducing a single listing category for equity shares in commercial companies. The commercial companies category is strongly disclosure-led, with an emphasis on transparency, and sits alongside other listing categories, such as shell companies, secondary listing and closed-ended investment fund categories. A new UK Listing Rules sourcebook came into force to deliver and implement the reforms, and the previous Listing Rules sourcebook was revoked in full. For further details, see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the regime as it stood before 29 July 2024. The allotment and issue of shares are governed by statutory rules, which vary according to the type of company proposing the allotment (private or public, listed or unlisted) and whether that company has a single class or multiple classes of shares. This checklist sets out the procedure for a listed company to allot shares and to...

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 A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time.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...

The Companies Act 2006 (CA 2006) Allotments of shares and the removal of statutory pre-emption rights fall under the Companies Act 2006 (CA 2006). The framework varies with the nature of the company proposing the allotment (private or public, listed or unlisted) and whether it has a single share class or several. Further provisions also apply to listed companies and AIM companies. This Checklist explains the procedure for allotting shares and disapplying statutory pre-emption rights for private companies with more than one class of shares and for public companies that are unlisted. For an overview of allotment and issue, and of pre-emption rights as they apply to all companies, see Practice Notes: Allotment and issue of shares—introductory points and Pre-emption rights—general issues. For fuller, more detailed guidance on share allotments and pre-emption rights in relation to private companies with more than one class of shares and public unlisted companies, see Practice Notes: Allotment and issue of shares—private companies with more than one class of share and public unlisted companies...

STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies. The commercial companies category is strongly disclosure-led and sits alongside other listing categories, namely shell companies, the secondary listing and closed ended investment fund categories. To implement the reforms, a new UK Listing Rules sourcebook came into force, and the former Listing Rules sourcebook was withdrawn. For further details and background, see Practice Note: Reform of the UK listing regime—fundamentals. This Flowchart sets out the listing regime as it applied before 29 July 2024, for ease of reference. You can view or print a full sized PDF version...

The Irish housebuilder said the buyback includes a new €40m repurchase plan together with the remaining €5m from its prior buyback initiative announced in the 2023 financial year. The share reacquisition programme, to be executed by Goodbody Stockbrokers UC and Numis Securities Ltd, could run until 30 June 2025, subject to elements such as trading conditions and the group’s continuing capital needs. Legal counsel details for Cairn were not immediately available. 'The aim of the share buyback programme is to reduce the company’s issued capital', Cairn said, adding that the repurchased stock will be cancelled. Cairn could initially...

HMRC has revised IHT411, a form used alongside IHT400 to provide information on shares or stock held by the deceased. It now also features a hyperlink within the section...

In this issue: Public company takeovers Equity capital markets Company disclosures, records and registers Competition law Accounts and reports LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel proposes to narrow the scope of companies to which the Code applies The Takeover Panel (Panel) has issued consultation paper PCP 2024/1, outlining a revised jurisdictional framework that would tighten the group of companies to which the Takeover Code (Code) applies under section 3 of the Introduction to the Code. The proposals aim to reorient the Code’s application towards companies registered in the UK and listed in the UK (or listed in the recent past) that would reasonably anticipate being subject to takeover regulation, while also delivering improved clarity and certainty about which companies fall within the Panel’s remit. See News Analysis: Takeover Panel proposes to narrow the...

This Practice Note has been prepared in collaboration with Anthony Partridge of Ogier, Cayman Islands, and Wisdom Hon of Ogier, Hong Kong. Introduction For individuals who are not domiciled in the Cayman Islands but personally hold assets located in the Cayman Islands, they may put in place a separate Will governed by Cayman Islands law to dispose of those assets and ease the subsequent probate process. Under Cayman Islands law, the governing law for both the formal validity and the essential/material validity of a Will made by a person domiciled abroad depends on the nature of the assets concerned. For immovable property situated in the Cayman Islands, the applicable law is the lex situs, namely the law of the Cayman Islands. For movable property, including cash held in bank accounts or shares in Cayman Islands companies (such as Cayman Islands exempted companies), the applicable law is the law of the deceased’s last domicile. It should be noted that not all shares connected with the...

STOP PRESS: A major overhaul of the UK listings regime took effect on 29 July 2024, scrapping both the premium and the standard listing segments and replacing them with a single category for equity shares in commercial companies. That commercial companies category is heavily disclosure-led and sits alongside other listing categories, including the shell companies category, the secondary listing category and the closed ended investment fund category, among others. A new UK Listing Rules sourcebook came into force to deliver these changes, and the previous Listing Rules sourcebook was revoked. For further information and detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Practice Note reflects the regime as it existed prior to 29 July 2024. A limited company may buy back shares in itself, provided conditions set out in the Companies Act 2006 (CA 2006) are satisfied, where applicable. This is known as a share buyback or a purchase of own shares. In addition to CA 2006, there are other rules and guidelines that are relevant...

This Practice Note summarises the law, guidelines and market practice in relation to holding a general meeting It serves both practitioners and company secretaries dealing with and advising companies whose equity shares are listed on the Main Market of London Stock Exchange plc (listed companies), as well as companies with equity shares admitted to AIM (AIM companies). For details on the notice requirements for a general meeting of a listed or AIM company, refer to Practice Note: General meetings—notice requirements for listed public companies for further information and context. Members of a company may convene and hold a general meeting at any time, and as frequently as required within a year, as needed, so that they can pass resolutions to implement specified changes or to authorise particular actions. The Companies Act 2006 (CA 2006) sets out detailed provisions governing the calling and conduct of general meetings. The CA 2006 also imposes additional obligations on a public company that is a traded company or a quoted company. This captures listed...

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...

SPECIAL RESOLUTION[S] 1 THAT, if [ insert reference to the resolution granting authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows: [ insert wording to limit the authority to disapply pre-emption rights to allotments for rights issues and other pre-emptive issues ]; to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of the notice of...

[ insert company name ] [ LIMITED OR PLC ] (the Company) At a meeting of the Company’s board on [ insert date ], it was resolved that [ [ insert name of single corporate representative ] OR the persons named below ] are appointed as the Company’s corporate representative[ s ] [ for the shares shown next to each name ] to act for the Company [ in person or by remote electronic means ] at the annual general meeting of [ insert company name ] PLC on [ insert date ] at [ insert time ] at [ insert address ] [ , and also via the electronic facilities available through [ insert URL of virtual meeting platform ] (the Virtual Meeting Platform ) ] [ : OR . ] Name Shares [ insert name of multiple corporate representative ] — [ insert number and class of shares for which the representative is appointed ] I certify this is a...

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...