SACI meaning

In practice, a SACI is a focused due diligence exercise undertaken shortly before signing, pricing or completion to test whether any significant adverse condition has arisen in an issuer, borrower or target that could affect a securities offering, financing or transaction. It is common in equity and debt capital markets (IPOs, rights issues, placings) and in underwriting, placing and facility agreements; it may sit alongside material adverse change (MAC) protections. The term is not defined in legislation or case law; it is market shorthand (also seen as “significant adverse change investigation”) used by lawyers, banks and sponsors. A typical SACI covers: management bring‑down calls and questionnaires; review of recent trading, financials, working capital and forecasts; checks of RIS/RNS or Euronext Dublin announcements, press and sector developments; litigation, insolvency and regulatory status; key contracts and counterparty issues; and updated accountants’ comfort and legal confirmations. In prospectus transactions it supports the “no significant change” and “no significant adverse change in prospects” statements under the UK Prospectus Regulation (onshored) or the EU Prospectus Regulation (Ireland). The output is usually a short memo or checklist evidencing conclusions for underwriters, lenders and boards. Practice is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, subject...