Public offering meaning

Renewable heat incentive (RHI) The RHI, applicable across Great Britain, was a government-backed programme offering financial support to encourage the use of renewable heat and biomethane, but it stopped accepting new applications from 31 March 2022. These incentives aimed to tackle barriers to uptake, notably high up-front costs and ongoing operating expenses. The scheme ran in two phases: Phase 1 launched in November 2011 for non-domestic installations in the industrial, commercial and public sectors. The non-domestic RHI closed to new applicants on 31 March 2021. Phase 2 covered the domestic RHI (formerly under the Renewable Heat Premium Payment), introduced in April 2014. The domestic RHI closed to new applicants on 31 March 2022. While both the non-domestic and domestic schemes are now closed to fresh applicants, those accredited before closure may continue receiving payments under the scheme. The non-domestic RHI was initially established under the Renewable Heat Incentive Scheme Regulations 2011 (2011 Regulations), SI 2011/2860...

STOP PRESS: The UK’s prospectus framework presently derives from the EU Prospectus Regulation, preserved in domestic law following Brexit as the UK Prospectus Regulation. The government has been reassessing this regime within a broader programme to modernise UK capital markets and make the UK a more appealing place to list. In this context, the UK Prospectus Regulation will give way to the Public Offers and Admission to Trading Regulations 2024 (the POATRs), and all detailed requirements connected to admission to trading will sit within Financial Conduct Authority (FCA) admission rules. The FCA issued its final rules (PS25/9) on 15 July 2025, with implementation expected on 19 January 2026. These changes form part of efforts to reform the capital markets in the UK and enhance the attractiveness of the UK as a listing venue. For more detail on the principal features of the POATRs framework pertinent to the debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived] — Reform of the UK prospectus regime. Note that numerous steps...

NOTE: This archived timetable outlines the usual sequence for a merger under The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/297, before those regulations were revoked at the end of the Brexit implementation period... Background The European framework governing combinations between companies in different EEA member states stems from Directive 2005/56/EC, the Directive on Cross-Border Mergers of Limited Liability Companies (Directive). The UK gave effect to the Directive through The Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, as subsequently amended by SI 2008/583, SI 2011/1606 and SI 2015/180 (together, the Cross-Border Mergers Regulations). Beyond setting out a merger mechanism, the Cross-Border Merger Regulations also regulate employee participation arrangements (see Employee participation arrangements below). The City Code on Takeovers and Mergers (Code) applies in the usual manner and on the normal basis where at least one party to the merger falls within the Code’s scope. The Takeover Panel (Panel) has issued a practice statement offering practical guidance on how the Code operates in cross-border merger scenarios. For more detailed information,...

In this issue: Public company takeovers Equity capital markets Corporate governance Partnerships Private equity Members LexTalk®Corporate: a Lexis®Nexis community Daily and weekly news alerts New and updated content Dates for your diary Trackers Useful information Public company takeovers Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel (Panel) has issued a new note offering advisers guidance on cancelling an admission to trading for companies caught by the Takeover Code (Code). It confirms that companies with registered offices in the UK, the Channel Islands or the Isle of Man, whose securities are traded on specified markets, remain within the Code for two years after cancellation, irrespective of where central management and control is located or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive when a cancellation is contemplated, to ensure shareholders receive suitable disclosure about the Code’s continued effect, and it outlines...

What are the practical implications of this case? This ruling has meaningful consequences for advisers working on intra‑EU investment disputes and on enforcement tactics. Strategic seat selection: The judgment confirms that choosing a seat outside the EU—most notably Singapore—can shield ECT arbitrations from intra‑EU objections grounded in Achmea and Komstroy. Although those CJEU authorities expose intra‑EU awards to challenge within the Union, they do not impugn the validity of such awards in jurisdictions beyond the EU framework. Seat selection is therefore a critical strategic choice from the outset of any intra‑EU investor‑State dispute. Enforcement planning: Award creditors should look to enforce in non‑EU courts that are not bound by EU law doctrines. The SICC’s firm rejection of the intra‑EU objection outlines a clear path to enforcement outside the EU, offering a practical alternative where courts in EU Member States may decline recognition and enforcement. Definition of ‘investment’: The court’s refusal to apply the Salini criteria where the treaty provides its own definition of ‘investment’...

On 9 October 2024, the FCA noted that firms it regulates frequently act on instructions to execute trades from so-called aggregated accounts, which, while offering legitimate benefits such as streamlined administration, can also create risks if not properly controlled and monitored. Such arrangements can, in some circumstances, facilitate market abuse, where a single actor harms other investors, for example by purchasing shares using information that has not been made public. In its latest Market Watch newsletter, the FCA reported a rise in suspected market abuse in leveraged equity instruments linked to aggregated accounts managed by firms located overseas, particularly in jurisdictions where controls to deter market abuse may not effectively match those overseen by the FCA. Leveraged equity products depend on modest sums of capital being...

Why do companies have reorganisations? Groups of companies carry out reorganisations for numerous and varied reasons. These steps will frequently have implications for existing share plans and other employee equity arrangements. In some instances, the consequences are commercial in nature. Examples include: the reorganisation prompting early vesting, exercise and/or lapse of awards because the relevant provisions in the share plan rules on a change in control of the parent company, or on the participant’s employment ending, have been engaged; and a requirement for awards over shares in the current parent to be swapped for awards over shares in a newly formed parent company. In certain situations, if the right steps are not taken within a defined period, valuable tax advantages may ultimately be lost entirely. Common types of reorganisation The most frequent forms of reorganisation include the following: placing a new group holding or parent entity above an existing company or group, often to enable an initial...

ARCHIVED: This Practice Note has been archived and is not maintained. For details on government bills touching corporate crime in 2025, refer to Practice Note: Corporate Crime bills tracker—2025 [Archived] as signposted. This Practice Note monitored the journey of government bills pertinent to corporate crime as they moved through the UK Parliament across the period 1 January to 31 December 2024. It also included links to additional material on each item of legislation, offering further information for every bill referenced. For insight into notable secondary legislation of interest to corporate crime practitioners in 2024, see Practice Note: Corporate Crime horizon scanner—2024 [Archived] for context. After the 2024 general election was declared, numerous bills lapsed automatically on the dissolution of Parliament at that time. For further detail, see News Analysis: General election announced for 4 July 2024 and LNB News 24/05/2024 99 for background. The 2024 King’s Speech outlined the government’s priorities nationally and proposed measures for the next parliamentary session, including several bills...

Meaning of ‘non-executive director’ The broad definition of ‘director’ is not closed. Under the Companies Act 2006 (CA 2006), a director is any person who occupies the office of director, whatever title they hold. Accordingly, this covers both executive and non-executive directors (NEDs). Executive directors are typically authorised, either by the company’s constitution or by authority delegated from the board, to manage the company’s day-to-day affairs, and they usually have a full-time service contract. NEDs generally: have no executive powers play a pivotal role in the company’s corporate governance are not employees of the company There are a number of challenges around granting shares to NEDs. This Practice Note considers the issues to assess when offering shares or share-based remuneration to NEDs, including: the potential impact on the NED’s independence the share dealing provisions of Assimilated Regulation (EU) 596/2014 for the UK, and the Market Abuse Regulation (Regulation (EU) 596/2014) previously and for the EU ...

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) and the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These reforms aim to streamline capital raising and significantly reduce the instances when a company must produce an FCA-approved prospectus for a further share issue. Accordingly, fewer further issues will necessitate an FCA approved prospectus. For a full explanation of the changes, see Practice Note: UK prospectus regime reform. This Practice Note covers the prospectus regime that applied before 19 January 2026. UKLR: UK Listing Rules PRR: Prospectus Regulation Rules DTR: Disclosure Guidance and Transparency Rules LSE A&D: London Stock Exchange’s Admission and Disclosure Standards... ...

Company number: [ insert number ] The Companies Act 2006 Public company limited by shares Resolutions of [ Insert company name ] PLC (the Company) At a duly convened general meeting of the Company held on [ insert date ], the following were passed: resolution[s] [ numbered [ insert numbers ] ] as [ an ] ordinary resolution[s] and the resolution numbered [ insert number ] as a special resolution of the Company: ORDINARY RESOLUTION[S] That the directors are generally and unconditionally authorised, pursuant to and in accordance with section 551 of the Companies Act 2006, to exercise all powers of the Company to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company up to an aggregate nominal amount of £[...

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...

Passporting provisions in the Prospectus Regulation Under the Prospectus Regulation, an issuer must publish a prospectus and have it approved by a competent authority when offering securities to the public in the EEA or when applying for admission of securities to a regulated market, where no relevant exemption applies. To streamline cross-border share offerings within the EEA, the EU prospectus regime provides passporting arrangements that permit companies to produce a single prospectus usable throughout the EEA, avoiding the preparation of multiple documents for separate jurisdictions. Articles 24 to 26 of the Prospectus Regulation (EU) 2017/1129 set out these passporting provisions, stating that a prospectus approved by the competent authority in one EEA state (the home member state) can be relied upon in another EEA state (the host member state) without requiring the prospectus to be approved again by the competent authority in the host member state. As a result, a UK issuer has been able to undertake a cross-border share offer across the EEA on the basis of...