Relevant securities (Code definition) meaning

STOP PRESS The Loan Market Association (LMA) has released refreshed editions of the standard terms and conditions for Par and Distressed Trade Transactions, the complete set of Funded Participation and Risk Participation Agreements, and the Secondary Debt Trading Documentation User Guide, with effect from 17 March 2026. The changes remove LIBOR references, update IBOR rate definitions and the Target2 definition, and revise ERISA representations to incorporate additional exemptions to the prohibited transaction rules under ERISA and the US Internal Revenue Code. The revised documentation is available exclusively to LMA members, accessible via the LMA’s Documentation Hub. These publications are updated versions issued by the LMA. Summary A core principle of trading under the LMA protocol is that ‘Trade is a Trade’; i.e. once a trade is struck—including an oral contract agreed by telephone—it is binding, and subsequent developments, even if adverse to one or both parties, do not entitle either party to cancel or ‘break’ the trade. By way of example, a failure to secure consent for...

In March 2018, Euronext acquired the Irish Stock Exchange plc, which then joined Euronext’s federal structure and now trades as Euronext Dublin, with Ireland recognised as one of Euronext’s six core countries. Euronext is the foremost pan-European marketplace in the Eurozone, operating across Belgium, France, Ireland, The Netherlands, Portugal and the UK. Its mission is to energise pan-European capital markets to fund the real economy, uniting buyers and sellers in venues that are transparent, efficient and dependable. What are the rules applicable to listing debt securities on Euronext Dublin? Euronext Dublin—EU Regulated Market The Central Bank of Ireland (CBI) is the competent authority responsible for reviewing and approving a prospectus (Prospectus) for the purposes of the Prospectus Regulation (EU) 2017/1129 (PR). The PR prescribes the relevant annex items to be included in a prospectus, depending on the issuer’s profile and the nature of the transaction. The European Union (Prospectus) Regulations 2019 (the Irish Regulations) took effect on 21 July 2019, replacing the prior Irish Prospectus (Directive 2003/71/EC)...

This Practice Note serves as an initial guide to listing debt securities on the London Stock Exchange (LSE). It outlines the ideas of listing and admission to trading, and centres on the main markets for listing debt instruments. It does not aim to detail every applicable requirement and provides links to relevant resources for further reading. It also excludes disclosure requirements and ongoing continuing obligations. Principal markets for debt securities listings The LSE operates several markets, but the venues commonly used for debt capital market listings are: the Main Market the International Securities Market (ISM) the Professional Securities Market (PSM) (Note: From 19 January 2026, the PSM is closed to new admissions) In addition, the LSE runs two markets tailored to particular segments of the debt securities space: the Order book for Fixed Income Securities (OFIS) the Sustainable Bond Market Listing or admission to trading––what is the difference? ‘Listing’ means admission of...

In this issue Security Sustainable finance Debt capital markets Derivatives Regulation for derivatives lawyers Claims and remedies Daily and weekly news alerts Updated Practice Notes Useful information Security HM Land Registry has revised Practice Guide 29—Registration of legal charges and deeds of variation of charge. An update to section 4 now explains how to remove a note recorded in the charges register pursuant to section 859H of the Companies Act 2006. See: LNB News 06/05/2025 2. Source: Registration of legal charges and deeds of variation of charge (PG29). Sustainable finance The European Commission has opened a call for evidence to review the Sustainable Finance Disclosures Regulation (EU) 2019/2088 (EU SFDR). The initiative targets unnecessary burdens by simplifying and streamlining obligations, including easing environmental, social and governance reporting for financial market participants so they can focus on information most relevant to investors. Responses are requested by 30 May 2025, and the feedback will guide...

Bastholm and others v Peveril Securities (Dalton Park Retail) Ltd and others [2023] EWHC 438 (Ch) Background The dispute concerned a demand for overage under a Payment Deed connected to the creation of a large designer outlet and retail centre at Dalton Park, County Durham. The Deed identified the ‘Seller’ as five named individuals and set out a valuation process by expert determination, to be initiated by an application to the Royal Institution of Chartered Surveyors (RICS). In 2014, those five applied to RICS seeking the appointment of an expert to assess the value of development said to have occurred in 2002. By that time, one of the five had been adjudged bankrupt and later discharged, and his Trustee in Bankruptcy was not included in the approach to RICS. The first defendant, who owned the relevant land, contended that the application was ineffective because it was not made by the true ‘Seller’, as the bankrupt’s estate – including any choses in action – had vested in his Trustee...

Domestic CBI publishes first edition of Payment and E-Money Newsletter The newsletter aims to deliver updates on significant regulatory developments across the payments and e-money sectors and to signpost relevant forthcoming changes. Topics featured in the newsletter include: Safeguarding thematic inspection — the CBI shares findings from a thematic examination of safeguarding across payment institutions (PIs) and e-money institutions (EMIs). The assessment considered the operational effectiveness of safeguarding procedures and the robustness of control frameworks within those firms Customer service — following an evaluation of customer experience through the lens of complaints, the CBI sets out its expectations for customer service, including in the context of the updated Consumer Protection Code (CPC) Fitness and probity — the CBI reminds PIs/EMIs: of the obligation to appoint a designated responsible person to the PCF-56 Head of Safeguarding role following changes to the list of pre-approval-controlled functions (PCFs) in November 2025, with further details to be issued by the CBI...

Introduction and context This Practice Note provides a summary of the taxation of internationally mobile employees in relation to securities options (Options) charged to tax within Chapter 5 of Part 7 of the Income Tax (Earnings and Pensions) Act 2003 (ITEPA 2003). On 30 October 2024, as part of the Autumn Budget 2024 announcements, the Labour government confirmed that it would proceed with the former Conservative government’s plans to abolish the remittance basis of taxation and replace it with a residence‑based regime, scheduled to commence on 6 April 2025. These changes were enacted through Finance Act 2025 (FA 2025) and have also affected, in particular, the availability and operation of overseas workday relief. This Practice Note reflects the current position under the new tax regime; however, the previous regime is still relevant for Options granted before 6 April 2025, because any elements of the Options’ ‘relevant period’ (see discussion below—broadly, the vesting period) that occur before 6 April 2025 remain subject to certain aspects of the earlier rules. For...

ARCHIVED: This Practice Note is archived and no longer maintained. STOP PRESS: The UK’s prospectus regime, previously derived from the EU Prospectus Regulation, has been superseded by the Public Offers and Admission to Trading Regulations 2024 (POATRs), with all detailed admission to trading requirements now contained in the Financial Conduct Authority (FCA) admission rules. The FCA published its final rules on 15 July 2025, which took effect on 19 January 2026. In October 2025, the FCA issued Primary Market Bulletin 58 which, among other matters, offered guidance on the timetable and approval of prospectuses (and supplementary prospectuses) and confirmed the removal of Listing Particulars as an admission document under the new framework. For more on the key aspects of the POATRs relevant to debt capital markets, see Practice Note: The UK Prospectus Regulation—essentials [Archived]—Reform of the UK prospectus regime. This Practice Note focuses on debt capital markets and summarises the required structure and contents of a prospectus prepared under the current UK prospectus regime. It covers:...

Film and TV glossary A–B Film and TV glossary E–H Film and TV glossary I–L Film and TV glossary M–P Film and TV glossary R–S Film and TV glossary T–W CAP Code for non-broadcast media The UK Code of Non-broadcast Advertising and Direct & Promotional Marketing (the CAP Code) serves as the principal framework governing non-broadcast adverts, promotional sales activity and direct marketing messages. It is drafted by the Committee on Advertising Practice (CAP), a self-regulatory body whose membership comprises organisations representing advertising, sales promotion, direct marketing and media industries. The Advertising Standards Authority (ASA) polices the CAP Code and may require the withdrawal or amendment of any advertisement that contravenes these standards. Refer to Practice Note: Advertising law and regulation. Channel 4 Channel 4 operates as a ‘publisher-broadcaster’: it produces no programmes internally, commissioning content from production companies across the UK. Cinematograph film Under the Copyright Act 1956 (CA 1956), films gained protection as...

DEFINITIONS The following terms apply throughout unless context dictates otherwise: parties/governance cover [ Offeree ] (its Directors, General Meeting, Group, Optionholders, Shareholders, Share Plans, Shares, Warrantholders and Warrants) and [ Offeror ] (its Directors, General Meeting, Group, [ Offeror Parent ], boards, shareholders and any [ Offeror ] Shareholder Resolutions). Transaction references include the Acquisition via the Scheme (or, with Panel consent, a Takeover Offer), the Announcement, Conditions, Meetings, Long Stop Date, Offer, Offer Period, Offer Price and the Resolution. Court/regulatory matters comprise the Court, Court Meeting, Court Hearing, Court Order, the Code, Companies Act, CMA, FCA, FSMA, UK Listing Rules/Market Abuse Regulation, Disclosure Guidance & Transparency Rules, the Panel and any Regulatory Information Service. Market/settlement terms include London Stock Exchange, Official List/Daily Official List, Business Day, Closing Price, CREST, Euroclear, CREST Regulations/Manual, certificated or uncertificated form and CREST sponsored member, plus the Registrars and Registrar of Companies. Scheme mechanics span the Scheme Document and Explanatory Statement, Forms of Proxy, Effective/Effective Date, Voting and Scheme Record Times, Scheme Shareholders/Shares,...

This material and information must not be released, published or distributed, in whole or in part, directly or indirectly, in, into or from any jurisdiction where doing so would contravene the applicable laws or regulations of that jurisdiction. The new offeror shares to be issued under the offer have neither been, nor will they be, registered in the United States of America under the Securities Act of 1933, as amended, nor under any relevant securities laws in Canada, Australia or Japan...

Not for release, publication or distribution (in whole or in part, directly or indirectly) in, into or from the united states of america, canada, australia or japan or any other jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any new shares of the offeror to be allotted pursuant to the offer have neither been, nor will they be, registered in the United States of America under the Securities Act of 1933, as amended, nor under the applicable securities laws of Canada, Australia or Japan...

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...

The appropriate section of the HMRC annual return to complete hinges on whether the relevant share appreciation right (SAR) or restricted stock unit (RSU) constitutes a securities option for the purposes of s 420(8) of the Income Tax (Earnings and Pensions) Act 2003. In both scenarios, the award counts as a securities option if it grants a legal entitlement to obtain shares, and this, in turn, is determined in practice by the precise terms of the award concerning the method by which settlement may actually occur...