Rule 15 securities meaning

In this issue: Regulatory Corporate governance New content Trackers Dates for your diary Weekly highlights from other practice areas Regulatory Takeover Panel publishes note on cancellation of admission to trading The Takeover Panel has issued a new note offering guidance to advisers on cancelling an admission to trading for companies within scope of the Takeover Code. It confirms that companies with registered offices in the UK, Channel Islands or Isle of Man, whose securities are admitted to specified markets, will continue to be subject to the Code (including rule 15, which addresses an offeror’s obligation to make an ‘appropriate offer’ to holders of share options and other ‘convertible securities’) for two years after cancellation, regardless of where central management and control sits, or whether they re-register as private companies. The Panel encourages early engagement with the Panel Executive for any proposed cancellation, to ensure suitable shareholder disclosure on the Code’s ongoing application, and sets out a...

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In this issue: UK, EU and international regulators and bodies Authorisation, approval and supervision Prudential requirements Risk management and controls Financial crime and sanctions Consumer protection Investigations, enforcement and discipline Regulation of capital markets Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management EU MiFID II Consumer credit, mortgage and home finance Regulation of insurance Payment services and systems Financial stability Fintech and cryptoassets 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 Government’s UK Industrial Strategy aims to rebalance financial services regulation to support growth The UK government has unveiled its Industrial Strategy, which outlines a ten-year ambition to see the UK...

What does this Practice Note cover? This Practice Note examines transactions that rely on Regulation S under the Securities Act of 1933, as amended (15 USC § 77a) (the Securities Act). Regulation S removes from the section 5 (15 USC § 77e) registration regime offers and sales of securities conducted outside the US. The note provides an outline of Regulation S, addressing the issuer and resale safe harbours, typical Regulation S deal structures, and practical guidance for lawyers working on . What is Regulation S? Under section 5 of the Securities Act, it is unlawful to use any means or instruments of interstate commerce to offer, sell, or deliver a security unless a registration statement for that security has been filed with, and declared effective by, the Securities and Exchange Commission (SEC). As ‘interstate commerce’ in section 2(a)(7) of the Securities Act (15 USC § 77b(a)(7)) encompasses trade and commerce with any foreign country, section 5’s registration rules could be read to cover all securities offerings...

An individual is treated as UK domiciled where, although they are domiciled outside the UK under the common law principles outlined in Practice Note: Domicile for UK tax purposes before 6 April 2025 [Archived], a statutory rule nevertheless treats them as domiciled for one or more tax purposes. This Practice Note looks only at the deemed domicile provisions that came into force on 6 April 2017, and insofar as they apply to individuals. For details of the deemed domicile rules in place before that date, see Practice Note: Deemed domicile for tax before 6 April 2017 [Archived]. In contrast to domicile at common law, deemed domicile is not inherited from parent to child. For information on the regime brought in by the Finance Act 2013 allowing a non-UK domiciled spouse or civil partner of a person domiciled in the UK to elect to be treated as UK domiciled for IHT purposes, see Practice Note: IHT issues for mixed domicile spouses and civil partners before 6 April 2025 [Archived]. For guidance...

What does this Practice Note cover? This Practice Note addresses the due diligence process for an unregistered offering of debt securities carried out pursuant to Rule 144A and/or Regulation S under the Securities Act of 1933. The offering materials, due diligence, legal opinions and comfort letters for Rule 144A/Regulation S debt offerings typically mirror many aspects of those used in registered offerings. This Practice Note centres on the due diligence undertaken by the initial purchasers and their legal advisers. Why conduct due diligence? Due diligence is a pivotal element in an initial purchaser’s decision to proceed with an offering. The process allows the initial purchaser to assess the pertinent legal, commercial and reputational risks associated with the offering and its documentation. Practitioners generally consider that Rule 144A and Regulation S offerings do not expose the issuer and the initial purchasers to the liability provisions of Section 11 (15 USCS § 77k) or 12(a)(2) (15 USCS § 77l) of the Securities Act of 1933, as amended (the Securities...

THIS LETTER IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are uncertain about the Offer or what steps to take, you should promptly obtain your own independent financial guidance from your stockbroker, bank manager, solicitor, accountant, or another independent financial adviser who is properly authorised under the Financial Services and Markets Act 2000 (as amended) if you live in the United Kingdom, or, if you reside elsewhere, from a suitably authorised independent financial adviser in the appropriate jurisdiction as applicable for your circumstances and status. The laws of jurisdictions outside the United Kingdom may limit the release, publication, or distribution of this document and any accompanying documents; accordingly, anyone who receives this document should carefully familiarise themselves with, and adhere to, at all relevant times, any such limitations. Non‑compliance with these requirements could amount to a breach of the securities laws of those jurisdictions. This document is not an offer to sell or issue, nor an invitation to solicit an offer to purchase or subscribe for,...