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Placing agent meaning

What does Placing agent mean?
A placing agent is the investment bank or broker appointed by an issuer to arrange a share or equity placing. It acts as intermediary between the issuer and prospective investors (placees), marketing the offer and seeking commitments to subscribe for, or purchase, the shares-typically from institutional investors, but also from qualified or high-net-worth individuals. The term is a market description rather than a concept defined by legislation or case law. In practice, the placing agent is engaged under a placing agreement, may operate on a best-efforts basis or underwrite some or all of the shares, may conduct an accelerated bookbuild, and advises on pricing, allocation and settlement. It coordinates regulatory and disclosure requirements applicable to the placing, for example under the FCA Listing Rules, AIM Rules, UK/EU MAR and, where relevant, the Prospectus Regulation. On a Main Market (LSE) transaction the placing agent may also act as sponsor; on AIM it may also be the nominated adviser. In Ireland, equivalent functions are performed in placings on Euronext Dublin’s Main Securities Market (often with a sponsor) and on Euronext Growth Dublin (with an Euronext Growth Adviser). Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.
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View the related Practice Notes about Placing agent

PRACTICE NOTES
Insolvency and environmental permits: compliance, enforcement, transfers/surrender, disclaimer and liabilities, including LPA receivers (England and Wales)

Environmental Permitting (England and Wales) Regulations 2016 Operators of regulated facilities, under the Environmental Permitting (England and Wales) Regulations 2016, must obtain an environmental permit and comply with all conditions it imposes. Placing the company into administration or liquidation does not change these obligations; the operator must continue to meet the permit and its conditions or risk committing an offence. An insolvency practitioner (IP) is bound by the permit’s conditions to the same degree as directors and company officers. The exact role and connection of the IP with the company will depend on the insolvency procedure being pursued. A lender, or another holder of a fixed charge over property, may appoint a receiver under the Law of Property Act 1925 (LPA 1925) once the charge becomes exercisable. The primary role of an LPA receiver is to demand and collect, for the lender, income arising from the mortgagor’s (ie the borrower’s) business. The LPA receiver is treated as the mortgagor’s agent, and the mortgagor alone is responsible for the...

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PRACTICE NOTES
Software Escrow in the UK: Source Code and SaaS, Release Events, Verification, Escrow Agents and Insolvency

Introduction Escrow is the arrangement whereby two or more parties lodge property or instruments with a trusted third party (an 'escrow agent'). The deposited materials are delivered to one party when a defined release event occurs, for example the fulfilment of that party’s obligations, or the failure of another party to meet theirs. Escrow is now a common means of safeguarding the interests of software licensors and licensees. Licensors will be reluctant to disclose commercially sensitive information about the design of their software. However, without that information a licensee may be unable to maintain the software if the licensor does not. By placing those materials into escrow, to be released to the licensee on specified supplier defaults, the licensor may find an acceptable compromise that also protects the licensee’s business. This Practice Note considers the use of source code escrow and, in particular, when source code escrow is deployed and the key terms of escrow agreements. Source code escrow Software comprises two distinct elements: source code and...

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PRACTICE NOTES
Regulatory and common law duties of UK insurance brokers in placement and renewal: fair presentation, Consumer Duty, documentation, sub-brokers and negligence mitigation

This Practice Note offers a concise overview of the functions and duties of insurance brokers, outlining their role in arranging and renewing insurance policies. It also gives practical pointers on how brokers can avoid or reduce negligence claims. More focused materials are signposted. For rules and guidance on insurance distribution regulation, see Practice Notes: FCA Handbook—introduction for the insurance and reinsurance sector PRA Rulebook—introduction for the insurance and reinsurance sector Insurance conduct regulation—COBS and ICOBS UK insurance distribution regime—essentials Functions of insurance brokers The broker’s central task is to secure consensus and clarity between the insured and insurers so that suitable cover is effected (or ‘placed’) in line with the client’s instructions. An essential aspect of the role is to bridge the disparity between the client’s understanding of its own operations and the broker’s appreciation of cover available in the market (see Infinity Reliance Ltd (trading as My 1st Years) v Heath Crawford Ltd). This core function is performed as...

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View the related Precedents about Placing agent

PRECEDENTS
Precedent AIM placing letter and placee confirmation form for AIM Admission, including terms, payment and CREST settlement, under English law

[ ON THE LETTERHEAD OF THE PLACING AGENT ] An application has been submitted for the entire issued and to-be-issued ordinary share capital of the Company to be admitted to trading on AIM. It is anticipated that Admission will take effect and dealings in the Ordinary Shares will begin on AIM on [ insert expected date of admission to AIM ]. [ insert name of Placing Agent ] accepts no liability whatsoever for the accuracy of any statements or opinions contained within the Admission Document (as defined below), for which [ insert name of Placing Agent ] bears no responsibility, nor for any omission of material information from the Admission Document. Recipients of this document should note that, in connection with the Placing (as defined below) and Admission, [ insert name of Placing Agent ] is acting solely for the Company and for no one else, and will not be responsible to any person other than the Company for providing the protections afforded to its clients or for advising...

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PRECEDENTS
Company and directors’ warranty certificate to placing agent for UK secondary share placing (LSE Main Market or AIM)

[ On letterhead of the company ] [ insert name of the Placing Agent ] [ insert date ] Dear [ insert text ] Placing of up to [ insert number ] Placing Shares of [ insert amount ] pence each in the capital of the Company (the Placing) We write regarding the Placing and the placing agreement entered into by the Company, the Placing Agent and the Directors, dated [ insert date ] (the Placing Agreement)...

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PRECEDENTS
Placing agreement precedent for UK secondary share issues (AIM/Main Market): appointment of placing agent, admission conditions, warranties, indemnities and termination — England and Wales law; pre‑2026 prospectus regime

STOP PRESS : Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is primarily contained in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules are now revoked. The overhaul is intended to streamline capital raising and markedly cut the circumstances in which a company must produce an FCA-approved prospectus for a subsequent share issue. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note describes the prospectus regime that applied before 19 January 2026...

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