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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Rules sourcebook came into force to deliver and implement the reforms, and the previous Listing Rules sourcebook was revoked in full.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 A new UK Listing Rules sourcebook commenced to deliver these reforms, and the previous Listing Rules sourcebook was withdrawn at the same time.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...
ARCHIVED: This checklist sets out a comparison of the admission requirements and principal ongoing obligations that formerly applied to a commercial company with equity securities listed on the premium and standard listing segments before 29 July 2024. It is no longer updated and is supplied for background information purposes only. A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares of commercial companies. The commercial companies category is strongly disclosure-led and sits alongside other categories within the regime, including the shell companies, secondary listing and closed ended investment fund categories. The UK Listing Rules sourcebook commenced to implement these reforms and the Listing Rules sourcebook was revoked accordingly. For more detailed information, see Practice Note: Reform of the UK listing regime—fundamentals. This checklist captures the regime as it stood before 29 July 2024 and is preserved for historical reference purposes only. For an overview of the eligibility requirements that...
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...
Dish Technologies Llc (a company incorporated under the laws of the state of Colorado, USA) and another company v Aylo Premium Ltd (a company incorporated under the laws of Cyprus) and other companies; Aylo Premium Ltd (a company incorporated under the laws of Cyprus) and another company v Dish Technologies Llc (a company incorporated under the laws of the state of Colorado, USA) [2024] EWHC 1310 (Pat) What are the practical implications of this case? This ruling clarifies the stance of the UK Patents Court when faced with a request for an accelerated trial timetable in patent matters before it. Under the Practice Statement, the Court endeavours, where feasible, to have patent actions listed for trial within 12 months of issue counted from the date the claim is issued. Listings begin from the current Trial Window publicised by the Chancery Division Listing Office; however, the Court can fix a trial up to one month before that slot without any formal expedition application, provided doing so enables the matter...
In this issue: Corporate governance HMRC Manuals tracker Useful information Weekly highlights from other practice areas Corporate governance Ocado shareholders approve new remuneration policy At Ocado Group PLC’s AGM this week, investors backed a new directors’ remuneration policy (DRP), with 80.57% of votes cast in favour. The policy brings in a performance-linked long-term incentive scheme featuring annual rolling awards and a three-year measurement period, delivering a ‘base’ opportunity of 400% of salary for the CEO and 350% for the CFO where stretching goals are achieved. Those potential maxima are subject to a further multiplier of up to 1.5 times—taking them to 600% and 525% respectively—tied to Ocado’s relative TSR against the FTSE 100. For 2024, the CEO, Tim Steiner, will also see upside elements from the company’s contentious value creation plan folded into his grant (the plan itself will not run in 2024), including a heightened multiplier of 4.5 times the base award where exceptional share price performance is...
Financial services developments FCA fines former Carillion finance directors for misleading market disclosures The Financial Conduct Authority (FCA) has issued Final Notices imposing financial sanctions on Richard Adam and Zafar Khan, former group finance directors of Carillion plc, for being knowingly involved in the company’s publication of misleading information to the market. The action concerns Carillion’s trading update released in December 2016, ahead of the company’s profit warning in July 2017 and its subsequent liquidation. In a Final Notice dated 7 January 2026, the FCA fined Adam £232,800 for being knowingly concerned in Carillion’s breaches of the following requirements: Article 15 of the Market Abuse Regulation (EU) No 596/2014 (MAR) (prohibiting market manipulation) Listing Rule 1.3.3R (misleading information must not be published) Listing Principle 1 (procedures, systems and controls) Premium Listing Principle 2 (acting with integrity) The FCA found that Adam approved Carillion’s December 2016 trading update despite internal reporting that indicated significant deteriorations in major construction contracts, and...
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...
ARCHIVED: This Practice Note has been archived and is not maintained. A significant restructuring of the UK listing regime came into effect on 29 July 2024, removing the premium and standard listing segments and establishing a single listing category covering equity shares issued by commercial companies. That commercial companies category is highly disclosure-driven, and it operates alongside other categories, including shell companies, secondary listings, and closed-ended investment fund categories. To give effect to these changes, the UK Listing Rules sourcebook came into force, while the previous Listing Rules sourcebook was revoked. For further information and context, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note describes the regime as it stood before 29 July 2024 and is retained solely for reference purposes. It signposts relevant commentary, analysis and resources designed to help with interpreting, and to provide practical guidance on applying, Chapter 2 of the former Listing Rules that were in force prior to 29 July 2024...
ARCHIVED: This Practice Note is archived and is no longer maintained. A major overhaul of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares in commercial companies. That commercial companies category is predominantly disclosure-led and sits beside other categories, including shell companies, secondary listing and closed ended investment fund categories. The UK Listing Rules sourcebook came into force to deliver these changes, while the Listing Rules sourcebook was revoked. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This fundamentals note reflects the position before 29 July 2024 and has been kept for reference. It looks at the class tests used to assess the size of a transaction by a listed company under the Listing Rules prior to 29 July 2024. What are the class tests used for? The class tests (also known as percentage ratios) are a set of measures used to gauge and categorise the scale...
STOP PRESS: A major overhaul of the UK listing framework took effect on 29 July 2024, abolishing the premium and the standard listing segments and introducing a single listing category for equity shares issued by commercial companies. This commercial companies category is strongly disclosure-led and now sits alongside other listing categories that include shell companies, the secondary listing and the closed ended investment fund categories. To deliver these reforms, a new UK Listing Rules sourcebook entered into force and the earlier Listing Rules sourcebook was revoked. For more detailed information, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent describes the position under the listing regime as it stood before 29 July 2024...
This precedent memorandum This precedent memorandum presents a specimen group-wide dealing policy issued by The Chartered Governance Institute (formerly known as ICSA: The Governance Institute) (CGI), GC100, the Quoted Companies Alliance (QCA) and other market participants too. It was created after the Financial Conduct Authority (FCA) chose to remove the Model Code, which had formed part of the listing rules, because it conflicted with the EU Market Abuse Regulation that came into force on 3 July 2016. The CGI, GC 100 and the QCA agreed that it would be greatly beneficial for listed and quoted companies to be able to refer to an equivalent version of the Model Code. Companies with a former premium listing of equity shares had previously been required to comply with the Model Code, which restricted persons discharging managerial responsibilities (PDMRs) from dealing in the company’s securities at certain times. The intention is that listed and AIM companies should apply the group-wide dealing policy to PDMRs, their employees and their subsidiaries, to provide an introduction...
STOP PRESS: A major overhaul of the UK listing framework became effective on 29 July 2024, eliminating the premium and standard listing segments and introducing a single listing category for equity shares issued by commercial companies, replacing the prior segmentation approach across the listing regime. This commercial companies category relies strongly on disclosure and sits alongside other categories, including those for shell companies, secondary listing and closed-ended investment funds. To deliver these reforms, a new UK Listing Rules sourcebook took effect and the former Listing Rules sourcebook was withdrawn. For more detail, see Practice Note: Reform of the UK listing regime—fundamentals. This Precedent represents the position under the listing regime as it stood before 29 July 2024...