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Open offer meaning

What does Open offer mean?
An open offer is a pre‑emptive equity fundraising in which a company invites existing shareholders to subscribe, for cash, for new shares pro rata to their holdings, but the entitlement is non‑renounceable (it cannot be traded). Unlike a rights issue, there are no nil‑paid rights and shareholders who do not take up their entitlement cannot sell it or receive compensation. Open offers are used to fund acquisitions, refinancing or working capital, and are often combined with a placing (placing and open offer). The term is not defined in legislation; it is a market expression. It operates within the Companies Act 2006 framework on authority to allot and pre‑emption rights (with broadly equivalent provisions in the Irish Companies Act 2014). For listed issuers it is conducted under the FCA Listing Rules and Prospectus Regulation Rules (or Euronext Dublin rules), and may require shareholder authorities and a prospectus. Offers are frequently underwritten and may allow excess applications. Key features include a record date, pro rata entitlements at a fixed subscription price, a short timetable, lapse with no value if not taken up, and dilution for non‑participants. Usage is consistent across the UK and Ireland.
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View the related Flowcharts about Open offer

FLOWCHARTS
Statutory pre-emption (right of first refusal) under LTA 1987: open-market landlord disposals—procedure flowchart for qualifying tenants of flats

The Landlord and Tenant Act 1987 (LTA 1987), Part I Under the Landlord and Tenant Act 1987 (LTA 1987), Part I, qualifying tenants of flats have a right of pre-emption (the right of first refusal), enabling them to acquire their landlord’s interest when the landlord intends to dispose of it. A landlord may not make a relevant disposal without first serving notice on the qualifying tenants, and if, having confirmed the tenants do not wish to exercise that right on the stated terms, any allowed disposal must not proceed on terms more favourable than those originally offered to the tenants. Should the tenants accept the landlord’s offer, a statutory process then governs completion of the disposal. Click here to download a PDF version of the flowchart:...

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View the related News about Open offer

NEWS
UK Corporate Crime and Enforcement Round-up: Whistleblowing, DPAs, Sentencing Access, Sanctions Oil Price Cap, Data Offences, ESG/Water Reforms, SFO Updates - Week of 22 January 2026

In this issue: Investigating criminal conduct Decision to prosecute and alternatives to prosecution Sentencing Bribery, corruption, sanctions and export controls Cybercrime and data protection offences Environmental offences Financial services and pensions offences Food safety and hygiene offences Fraud, forgery, tax and theft offences Health and safety and corporate manslaughter offences Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Investigating criminal conduct Whistleblowing in the UK—Still a long road ahead Rahman Ravelli’s legal director, Dr Angelika Hellweger, together with associate, Tatiana Novikova, examine how the UK handles whistleblowing. They map out the present UK statutory position and other relevant mechanisms, assess the scope of the safeguards they afford, and set these against the options open to whistleblowers in the United States of America. They also describe the HM Revenue and Customs (HMRC) whistleblower reward initiative announced near the end of 2025,...

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NEWS
UK pensions weekly: final DB funding code laid; TPR ESG review; superfunds capital release guidance; Court of Appeal confirms s37 actuarial confirmation for past and future benefits; TPO plan

In this issue: Funding and investment Types of private pension schemes Scheme amendments The Pensions Ombudsman Daily and weekly news alerts Dates for your diary Trackers Funding and investment Final draft DB funding code of practice laid before Parliament on 18 July 2024 After a lengthy wait and anticipation, on 26 July 2024 the Pensions Regulator (TPR) finally released the final draft of the eagerly awaited defined benefit (DB) funding code of practice (the DB funding code), which will apply to scheme valuations with effective dates on or after 22 September 2024, supplanting the code. The final draft DB funding code was placed before Parliament on 18 July 2024 and is intended to mirror the Occupational Pension Schemes (Funding and Investment Strategy and Amendment) Regulations 2024, SI 2024/462 (the Funding and Investment Strategy Regulations 2024), which took effect on 6 April 2024 and, as with the DB funding code, applies to valuations with effective dates on...

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NEWS
UK and EU financial services regulatory and enforcement round-up—authorisations, prudential, AML and sanctions, markets, EMIR, payments, open banking, crypto, FOS and FCA updates—14 August 2025

In this issue: Authorisation, approval and supervision Prudential requirements Risk management and controls Financial crime and sanctions Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Regulation of derivatives Banks and mutuals Consumer credit, mortgage and home finance Payment services and systems International—financial services and related sectors Fintech and cryptoassets LexTalk®Financial Services: a Lexis®Nexis community Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary Authorisation, approval and supervision HM Treasury issues a policy statement describing its intended approach to the regulation of Appointed Representatives within UK financial services. The paper suggests targeted adjustments to enhance oversight and bolster consumer protection, while preserving the regime’s function in fostering competition and innovation. See: LNB News 11/08/2025 28. The Financial Conduct Authority has updated its Conduct Rules webpage to clarify...

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View the related Practice Notes about Open offer

PRACTICE NOTES
Practitioner’s guide to auction purchases: legal packs, RICS CAC conditions, contracts, VAT/TOGC, pricing and completion (England and Wales)

Buying at auction Securing a property at auction brings several advantages over purchasing on the open market: you could obtain the property at a favourable price the auction route is swift lots at auction often present scope for improvement and adding value if the property is tenanted, income can be received from completion A buyer faces funding risk if a mortgage is needed for the completion monies. The contract becomes binding the instant the hammer falls and, therefore, if an unconditional mortgage offer for the purchase is not in place before the auction, the buyer carries the risk. Legal pack The seller’s legal advisers prepare a legal pack for the lot...

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PRACTICE NOTES
Employee share plans in UK equity fundraisings: rights issues, open offers and placings—option and LTIP adjustments, SIP and EBT mechanics, and HMRC tax treatment

A business might need to secure extra capital for a variety of purposes. It could, for example, be to finance a planned acquisition or to satisfy continuing financial commitments. There are several routes by which a company can obtain the extra funding required, including tapping existing shareholders through a rights issue, an open offer or a placing. When running a rights issue, open offer or placing, the company must carefully assess the effect on any current employee share plans it operates. This assessment should take place as early as possible in the decision-making process to determine whether, and if so what, steps can be taken so that employees are not put at an unfair disadvantage by a rights issue, open offer or placing. This Practice Note outlines the key points that typically arise in connection with employee share plans on a rights issue, open offer or placing, the steps that will usually need to be taken in relation to outstanding options and awards, and the relevant tax treatment. ...

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PRACTICE NOTES
CREST rights issues: UK practitioner guide to process, Euroclear specimen wording, timetable, nil/fully paid rights, acceptance and payment, dematerialisation, settlement, record dates, overseas shareholders and fractional entitlements

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...

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View the related Precedents about Open offer

PRECEDENTS
Precedent board minutes for UK plc secondary fundraising (placing/firm placing/open offer): prospectus approval, placing agreement, LSE/AIM admission, CREST, general meeting and allotment

Company No: [ insert number ] [ Insert company name ] PLC Minutes from a meeting of [ a committee of ] the board of directors (the Meeting) of [ insert full name of company ] plc (the Company) Convened at [ insert place of meeting ] On [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert the names of the director(s) in physical attendance ] [ Insert the names of any directors attending by remote means (except where such means are specifically disallowed by the Company’s articles of association) (via [ insert mode of attendance for each director participating remotely ]) ] In attendance: [ Insert the name of anyone in attendance who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] Apologies: [ Insert...

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PRECEDENTS
Prospectus verification notes template for UK secondary capital raisings (placings, open offers and rights issues) on the FCA Official List and London Stock Exchange Main Market

VERIFICATION NOTES These verification notes concern the prospectus (the Prospectus ) to be issued in connection with the proposed [ placing OR placing and open offer OR rights issue ] ( Capital Raising ) of [ up to ] [ insert number ] new [ insert class ] shares of [ insert nominal value ] each (the Shares ) of [ insert name of the Company ] together with the admission of the Shares to listing on the Official List of the Financial Conduct Authority ( FCA ) and to trading on the Main Market of the London Stock Exchange ( Main Market ). These Verification Notes (the Notes ) have been prepared by [ insert details of Company's solicitors ] for the purposes of protecting the Company, the directors of the Company (the Directors ) [ , the Proposed Directors of the Company (the Proposed Directors ) ] and others involved with the Capital Raising and the drafting of the Prospectus, which relates to the application for the...

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PRECEDENTS
Precedent reporting accountants’ capitalisation and indebtedness letter for secondary share offers (placing, open offer or rights issue): procedures, negative assurance and usage limitations for prospectus inclusion

[ On reporting accountants’ letterhead ] The Directors [ Insert company and sponsor details ] [ Insert date ] Dear [ insert name ] [ Insert name of company ] (the Company): [ Placing AND/OR Open offer AND/OR Rights issue ] of [ insert number ] [ insert class ] shares of [ insert nominal value ] each Further to our engagement letter dated [ insert date ], we performed the procedures below on the Statement of Capitalisation and Indebtedness of the [ Company OR Company's group ] included in the Company’s prospectus dated [ insert date ]. The Statement of Capitalisation and Indebtedness was prepared by, and is solely the responsibility of, the Company’s directors. Procedures [ Insert procedures undertaken re the Statement of Capitalisation and Indebtedness ]. Opinion Solely from the procedures above, [ insert opinion, e.g. nothing has come to our attention to indicate that the Statement of Capitalisation and Indebtedness requires adjustment ]. Other matters ...

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