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Pro forma meaning

What does Pro forma mean?
Pro forma describes illustrative information or documents prepared “for the sake of form”, commonly used to show what a company’s financial position or results would look like as if a proposed acquisition, disposal or reorganisation had already occurred. The term is descriptive rather than statutory, but “pro forma financial information” is specifically regulated in capital markets disclosures (UK: FCA Prospectus Regulation Rules; Ireland: EU Prospectus Regulation), and may require an independent assurance report. Key features of pro forma financial information include a basis on historical figures with adjustments that are directly attributable to the transaction, factually supportable and expected to have a continuing impact. Synergy or revenue uplift estimates are generally excluded from regulated pro formas, though such assumptions may appear in management projections outside a prospectus. In financial reporting practice, “pro forma” is also used for adjusted or underlying results that exclude exceptional or non‑recurring items. These are not defined in IFRS and are treated as alternative performance measures subject to FCA/FRC and ESMA guidance on fair, balanced presentation. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland. The term also appears in commerce (e.g. pro forma invoices) and procedure to denote steps taken to satisfy formalities.
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View the related Checklists about Pro forma

CHECKLISTS
UK Listing Rules 7.3 significant transactions: RIS announcement checklist—initial, further and post-completion disclosures; disposals’ historical financials; synergies; financial and pro forma data; aggregation and supplementary notifications

This checklist sets out what a company listed in the equity shares (commercial companies) category must announce to a regulatory information service (RIS) in relation to a significant transaction under UKLR 7.3 of the UK Listing Rules. Under the UKLR, a significant transaction is one where any percentage ratio reaches 25% or more. Initial disclosure requirements—UKLR 7.3.1R The following must be notified to a RIS as soon as the terms of a significant transaction are agreed: UKLR 7.3.1R (2)(a): A statement setting out why the transaction is notifiable under UKLR 7. UKLR 7.2.13G (4): If the notice concerns aggregated transactions, an explanation of the basis for aggregation, with reference to whether UKLR 7.2.11R (1)(a), (1)(b) or (1)(c) applies. UKLR 7.3.1R (2)(b): A summary of the transaction and the company’s rationale for undertaking it, including the items below. UKLR 7 Annex 2, 1.1 R (1): Full particulars of the transaction, including the name of the counterparty. UKLR 7 Annex 2, 1.1 R...

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NEWS
EU law weekly briefing: legislative, regulatory and policy developments across financial services, competition/state aid, data protection, dispute resolution, environment, IP, life sciences, TMT and trade—3 July 2025

In this issue: EU fundamentals Banking and finance Commercial Competition and state aid Data protection and cybersecurity Dispute resolution Financial services Environment Insurance and reinsurance IP Life sciences Regulatory TMT International trade LexTalk®EU Law: a Lexis®Nexis community Daily and weekly news alerts New and updated content Trackers EU fundamentals Danish Presidency of Council of the EU publishes presidency programme The Danish Presidency of the Council of the EU has released its programme for 1 July to 31 December 2025, setting out priorities and direction under the banner ‘A strong Europe in a changing world’. The presidency intends to reinforce the EU’s ability to act independently amid mounting global volatility, with a spotlight on security, competitiveness and the green transition. Forthcoming legislation will focus on strengthening defence, enhancing economic resilience and driving climate neutrality. The presidency also plans to lighten regulatory burdens and advance EU enlargement....

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NEWS
UK, EU and international financial services regulatory update for lawyers—enforcement, Consumer Duty, payments/PSR, crypto/MiCAR, prudential and operational resilience (13 March 2025)

In this issue: UK, EU and international regulators and bodies Authorisation, approvals and oversight Accountability, culture and social governance Prudential requirements Operational resilience Financial crime and sanctions Consumer protection Complaints, redress and claims management Investigations, enforcement and discipline Capital markets regulation Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG Banks and mutuals UK MiFID II Consumer credit, mortgage and home finance Payment services and systems Fintech and cryptoassets LexTalk® Financial Services: a Lexis®Nexis community Financial Services Enforcement Database Intraday news alerts Daily and weekly news alerts New and updated content Dates for your diary UK, EU and international regulators and bodies IOSCO sets out 2025 work programme and priority areas The International Organisation of Securities Commissions (IOSCO) has unveiled its 2025 programme, concentrating on strengthening financial resilience, market effectiveness and investor protection across global...

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NEWS
Financial services regulation weekly: UK, EU and global developments in authorisations, prudential, enforcement, sanctions, capital markets, derivatives, ESG, complaints, payments, crypto and AI—3 July 2025

In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Risk management and controls Operational resilience Investigations, enforcement and discipline Financial crime and sanctions Regulation of capital markets Regulation of derivatives Sustainable finance and ESG Complaints, compensation and claims management Regulated activities Banks and mutuals EU MiFID II Regulation of insurance FSMA regulated pensions activity Payment services and systems Fintech and cryptoassets Regulation of AI in FS 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 UK, EU and international regulators and bodies Law360 reports that the Association of British Insurers (ABI) has endorsed the government’s ten‑year industrial strategy aimed at boosting business investment and fostering growth across the UK. See: ABI backs the government’s industry...

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PRACTICE NOTES
Employee study or training requests: eligibility, procedure, grounds for refusal, right to be accompanied, appeals, protections and remedies (Great Britain)

Certain specified employees have the statutory right to make a request to undertake study or training This entitlement applies to employees working for organisations with 250 or more staff who meet the qualifying service requirement (see: Eligibility and qualifying period, below). Although the scheme was originally intended to be broadened to include smaller employers, the government deferred that step to allow further evaluation of the likely impact on small businesses, and there are currently no plans to proceed with any extension. The approach to counting the number of employees for these purposes is prescribed by the Apprenticeships, Skills, Children and Learning Act 2009 (Commencement No 2 and Transitional and Saving Provisions) Order 2010 (Commencement No 2 Order 2010), SI 2010/303. For a pro-forma policy aligned with the statutory arrangements, see Precedent: Policy—time off work for study and training. Official guidance on this right can be found on the GOV.UK website. The legal position on study or training rights and obligations for young employees is distinct from that applicable...

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PRACTICE NOTES
Archived UK guidance on Annex II (pro forma financial information) of the former Prospectus Rules and its relevance under the Prospectus Regulation/PRR

ARCHIVED: This Practice Note is archived and no longer maintained. Last revised July 2019. From 21 July 2019, the Prospectus Regulation (EU) 2017/1129 applied in full across EU member states and the Prospectus Directive was revoked. The Prospectus Regulation now determines when a prospectus must be published for an offer of securities to the public in the UK, or for the admission of securities to trading on a regulated market in the UK. The FCA brought the FCA Handbook into line with the Prospectus Regulation by removing the Prospectus Rules in their entirety and substituting the Prospectus Regulation Rules sourcebook. For further details see Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. This note, and related notes concerning the now repealed Prospectus Rules, have been kept for reference because the commentary may remain relevant to equivalent provisions within the Prospectus Regulation Rules (PRR). This Resource Note signposts pertinent commentary, analysis and materials to aid interpretation of, and offer practical guidance on the...

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PRACTICE NOTES
UKCS oil and gas asset transfers: LOGIC Master Deed—pre-emption, standardised transfer arrangements, Execution Deeds drafting, Master Deed Online and NSTA consents

The Master Deed is the standardised mechanism used across the United Kingdom Continental Shelf (UKCS) to formalise asset transfers. It is long-established and addresses two strands: (i) pre-emption, and (ii) standardised transfer arrangements. Its four principal objectives are to: bring existing pre-emption provisions into a common form provide pro-forma transfer arrangements cut complexity around document execution, and deliver greater certainty over completion timing Structure The concept is embedded in the main body of the Master Deed, but most day-to-day operative provisions sit in the schedules, arranged as follows: main body — appoints the Administrator to operate the Master Deed processes and provides for new parties to join via a Deed of Adherence schedule 1 — lists the Contracting Parties at the date of signature schedule 2 — New Transfer Arrangements — whose Annexes include the Execution Deed schedule 3 — New Pre-Emption Arrangements, and schedule 4 — Deed of Adherence ...

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View the related Precedents about Pro forma

PRECEDENTS
Ireland-Loan Transactions: Pro forma Execution Checklist for Signing and Completion (Finance Documents, Virtual Completions via Escrow, Conditions Precedent, Waivers and Drawdown Notice)

Proforma checklist of documents for execution at signing and completion meetings in loan transactions This proforma checklist can be used by the lender’s solicitors to monitor, oversee and record the execution of documents at signing and completion meetings, or to be signed and circulated in escrow for closing virtually. It can be adapted for use with the relevant facility agreement. Signing is the point at which the parties execute the agreed versions of the finance documents and the deal becomes binding (albeit, in most cases, subject to certain conditions precedent being satisfied). Completion is the point at which money moves between the parties and the transaction is completed. Often, there is a gap between signing and completion which allows the parties to commit to the deal on signing but leave themselves a short period to satisfy the conditions attaching to funding. In other cases, signing and completion take place on the same day, in which case, all the conditions precedent to funding will need to be satisfied before...

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PRECEDENTS
Pro forma index for the documents bundle in First-tier Tribunal (Tax Chamber) tax appeals

TC/[ insert year ]/[ insert case number ] In the First-tier Tribunal (Tax Chamber) Between: [ Name of appellant ] Appellant and The commissioners for her majesty’s revenue & customs Respondents Bundle one: documents Tab Description Date Page Tribunal papers Tab 1 — Notice of appeal to Tribunal [ insert date ] [ insert page number ] Tab 2 — [ Appellant’s grounds of appeal [only include...

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PRECEDENTS
Pro Forma Memorandum of Terms for Company Purchase of Own Shares (Share Buyback)

Purchase of own shares Memorandum of contract terms Company registration number: [ insert number ] for [ insert company name ] [ PLC OR LIMITED ] (the Company). Date of contract: [ insert date ], or Not yet entered into. Seller(s): [ Insert the full name and address of each seller ]. Purchaser: The Company, purchaser. Shares: [ insert number ] [ insert class ] shares, each with a nominal value of [ insert nominal value ], forming part of the Company’s share capital. Consideration: [ insert currency and the amount in numbers and words, stated in both figures and words ]. Transaction: The Company intends to buy the Shares from the Seller(s) for the Consideration. Other terms: [ Insert details of the other key terms of the contract, eg any conditions to completion, including any pre-conditions ]...

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