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Offer for subscription meaning

What does Offer for subscription mean?
In practice, an offer for subscription is a primary issue in which an issuer invites the public or selected investors to apply for newly issued shares or other securities, typically arranged by an investment bank or broker acting for the issuer. It raises new capital for the issuer: applicants pay a subscription price and, if conditions are met (often including admission to listing/trading), the securities are allotted. The expression is descriptive market terminology rather than a defined statutory term, but it is widely used in UK and Irish capital markets practice and documentation. Where made to the public, it constitutes an “offer of securities to the public” and will usually require an approved prospectus unless an exemption applies (in the UK, under FSMA 2000 and the UK Prospectus Regulation, with FCA approval; in Ireland, under the EU Prospectus Regulation, with Central Bank of Ireland approval). Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. Key features include possible underwriting, fixed-price or bookbuilt pricing, application procedures, and conditions precedent to completion. Boards must have authority to allot and, if offering beyond existing shareholders, comply with or disapply statutory pre-emption rights. Distinguish from an offer for sale (sale of existing...
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NEWS
PI and Clinical Negligence update: Part 36 interest on costs, covert expert recordings, Scottish mesothelioma relatives’ claims, no Crown liability for sheriffs, Court Funds Rules changes—England & Wales and Scotland

In this issue: Key PI and Clinical Negligence developments Expert evidence Road traffic accidents Scottish claims Other PI and clinical negligence news LexTalk®PI & Clinical Negligence: a Lexis®Nexis community Daily and weekly news alerts LexisNexis® Webinars Useful information Key PI and Clinical Negligence developments Enhanced interest on costs to be calculated using Aggregate Costs method after Part 36 expiry In Barry v Essex CC [2025] Lexis Citation 3734, Deputy District Judge Rathod, sitting at the Court County in Basildon, determined that where a claimant obtains damages at trial and improves on their own Part 36 offer, interest on costs incurred after the offer expires is computed by applying x% per annum to the combined total of all such post-expiry costs (‘the Aggregate Costs method’). Interest is not to be calculated on each separate post-expiry item by reference to when that particular cost was incurred (‘Individual Item method’). This ruling is of importance...

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PRACTICE NOTES
English law subscription agreements for first-time bond issuers: a practitioner’s guide to key terms, risk allocation and negotiation in standalone debt offerings

Practice Note This Practice Note is intended to offer information and hands-on guidance on English law subscription agreements for solicitors advising debut issuers of debt securities. It concentrates on debut issuers because, once an issuer has come to market, documentation for later offerings typically tracks very closely the papers used for that initial transaction; accordingly, the first deal’s documentation phase is the moment when an issuer and its advisers can review the terms in depth and—subject to prevailing debt capital markets norms—shape the form of the documents. The Note proceeds on the basis that debut issuers are unlikely to be large corporates, financial institutions, multilateral bodies (such as the World Bank) or sovereigns that customarily tap the international investment‑grade public debt markets, but rather entities active in particular segments of the market when conditions are favourable or when other funding sources (for example, bank loans) are unavailable, including: emerging market corporates and financial institutions universities housing associations charities small and medium-sized enterprises...

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PRACTICE NOTES
UK Tax Research Sources for Lawyers: Commentary, Legislation, HMRC Guidance, Case Law and Journals

Core business tax resources These principal tax resources offer practical commentary, legislation, rules and guidance for tax lawyers in private practice or in‑house. Note: access to the titles below requires the appropriate subscription(s)... Yellow Tax Handbook Provides the consolidated, annotated text of all legislation and official materials on income tax, capital gains tax, corporation tax, National Insurance contributions (NICs), tax credits, petroleum revenue tax and inheritance tax, with references to Simon’s Taxes and HMRC Manuals, where relevant. For lawyers and tax practitioners seeking the underlying legislation on direct taxes and wishing to research guidance on a particular section of direct tax law... Orange Tax Handbook Provides the consolidated, annotated text of all legislation and official material covering VAT, stamp and transfer taxes, insurance premium tax, soft drinks industry levy, plastic packaging tax, landfill tax, aggregates levy and climate change levy. The material also includes references to De Voil Indirect Tax Service and HMRC Manuals, where relevant. For...

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PRACTICE NOTES
UK Takeover Code Rules 14–15: comparable offers for multiple equity classes; offers/proposals for convertibles, options and subscription rights; see-through valuation, timing, independent advice and squeeze-out

Rules 14 and 15 of the City Code on Takeovers and Mergers (Code) These provisions cover scenarios in which a principal offer is made for an offeree’s equity where the offeree has more than one class of share capital and/or outstanding convertible securities, options, warrants, or rights to subscribe for offeree shares...

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PRECEDENTS
Shareholder deed of irrevocable undertaking to company and sponsor/nomad to accept open offer and subscribe for additional shares, with warranties, power of attorney and specific performance (England and Wales)

Irrevocable undertaking—offer & subscription (open offer) [ insert company's name ] ([ Company ])[ insert address of company ]and[ insert address of sponsor/nominated adviser ] (the [ Sponsor OR Nomad ])[ insert date ] Dear [ insert name ] [ insert name of the company ] (the Company) Open Offer of [up to] [ insert number ] ordinary shares of [ insert nominal value ] pence each in the capital of the Company at [ insert price ] pence per ordinary share [ or insert other description of transaction ] [ I OR We ] acknowledge that the Company proposes to proceed with an open offer of [ up to ] [ insert number ] new ordinary shares of [ insert nominal value ] pence each, at an offer price of [ insert price ] pence per share (the New Ordinary Shares), to its shareholders (the Open Offer), and intends to apply to the [ Financial Conduct Authority for the New Ordinary Shares to be...

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PRECEDENTS
Precedent letter to LTIP award holders on rights issue impact: adjustments to award size and performance conditions, certificate handling, calculation methodology and tax FAQs

[ insert name of award holder ] [ insert address ] [ insert postcode ] [ insert date ] Dear [ insert name of award holder ], [ insert name of plan ] Long Term Incentive Plan: effect of recent rights issue on your LTIP award[s] 1 Introduction On [ insert date ], [ insert name of company ] (the Company) invited all of its shareholders to take up an offer to subscribe for additional Company shares. Under this rights issue, shareholders could apply for [ insert number ] new shares for every [ insert number ] shares they already owned. The subscription price was set at [ insert currency and amount ] per new share, representing an approximate discount of [ insert currency and amount ] to the market price on [ insert date ]. [ Further details about the rights issue are provided in the enclosed copy of the document sent to shareholders ]...

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PRECEDENTS
AIM IPO Publicity and Communications: Legal Controls, Clearance Procedures and Financial Promotion Compliance (England and Wales)

1 BACKGROUND 1.1 [ Insert project name ] comprises the [ placing OR offer for subscription [ and sale ] ] of new [ and [ certain ] existing ] ordinary shares in [ insert name or code name for company ] plc (the Company), together with the admission of the new and existing ordinary shares to trading on AIM (AIM), a market run by the London Stock Exchange (the LSE) (the IPO). 1.2 [ Insert other details regarding the transaction ] 2 INTRODUCTION 2.1 These publicity guidelines (the guidelines) are intended to give a concise overview of the English law considerations regarding the disclosure of any information and/or any kind of publicity that relates to the IPO and/or the Company [ [ and OR , ] its subsidiaries (the Group) ] [ and the Company's affiliates ]. 2.2 An IPO generally entails publicity in multiple forms. During the period preceding the IPO, you, as a director of the Company, should exercise caution in relation...

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