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Share warrant meaning

What does Share warrant mean?
A share warrant is a contractual instrument by which a company grants the holder a right, but not an obligation, to subscribe for (or in some cases purchase) its shares at a fixed or adjustable exercise (strike) price during a specified period; economically it is a company‑issued call option. In UK and Irish practice the term is descriptive rather than defined in legislation, except for the historic “share warrant to bearer” (a bearer instrument representing shares), which is now prohibited in the UK and Ireland. Key legal features include: no shareholder rights until exercise; exercise mechanics and expiry set out in a warrant instrument or deed poll; adjustment/anti‑dilution provisions; and transfer restrictions. On exercise, the company typically allots new shares (or transfers treasury shares) against payment of the subscription price. Directors must have authority to allot and statutory pre‑emption rights must be complied with or disapplied. Warrants are commonly used in corporate finance, venture capital and debt financings as equity kickers or incentives. Usage and legal treatment are broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland.
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View the related News about Share warrant

NEWS
Disclosure-led amendment permitting breach of confidence counterclaim and reliance defence in M&A dispute: Slater & Gordon v Watchstone [2019] EWHC 2371 (Comm)

Amending a claim to allege breach of confidence (Slater & Gordon v Watchstone) Slater & Gordon (UK) 1 Ltd v Watchstone [2019] EWHC 2371 (Comm) What are the practical implications of this case? Two principal practical consequences follow from this decision: It serves as a caution for those involved in M&A deals or litigating about them. Although exploiting every route to gather intelligence on the other side may appear commercially astute, inviting the opponent’s corporate adviser to tacitly share confidential material is arguably unlawful and may leave participants exposed to a significant claim It also exemplifies the court’s pragmatic and constructive approach when major disclosure issues arise that warrant an amendment—if persuasive arguments emerge, the court will seek to accommodate them. The familiar disapproval of late amendments did not feature in the judgment, perhaps suggesting that...

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View the related Practice Notes about Share warrant

PRACTICE NOTES
Warrants: structure, types and terminology; EU and UK Prospectus requirements; issuance and documentation; distinctions from convertibles, options and warehouse warrants

What does this Practice Note cover? This Practice Note sets out an explanation of warrants (often termed securitised derivatives) and considers: what warrants are types of warrants key warrant terminology how warrants are listed and offered how warrants are documented, and the differences between warrants and comparable instruments What are warrants? A warrant is a tradeable security that grants the holder the right, but not the obligation, to: buy or sell a specified asset (the underlying asset, or simply the underlying) at a specified price (the exercise price or strike price) on a specified date or dates (the exercise date(s)) A warrant is a type of derivative—its value is derived from the underlying asset and offers exposure to that value without owning the asset. They are sometimes described as securitised derivatives, ie derivatives embodied in securities. A warrant is not a debt security and so has no principal...

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PRACTICE NOTES
Environmental insurance in share purchase transactions: appropriateness, policy options, required information and timing

When is environmental insurance appropriate? Environmental insurance may warrant consideration in the following situations: an environmental assessment identifies significant and serious concerns regarding contamination environmental indemnity negotiations have reached a stalemate there are ongoing concerns about the covenant strength of the indemnifying party insurance is required by funders, tenants, or to improve the saleability of a high‑risk site See Practice Note: Environmental insurance—when is it needed? What type of policy? The usual form of cover in share purchase transactions is a ten‑year fixed‑site policy, often referred to as an Environmental Impairment Liability (EIL) policy or a Premises Pollution Liability (PPL) policy. It can provide protection for the insured parties against regulatory action or third party...

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PRACTICE NOTES
SBEEA 2015: UK finance and restructuring implications—abolition of bearer shares, assignment of receivables, expanded UKEF powers, insolvency reforms, procurement measures and company administration changes

ARCHIVED: This Practice Note has been archived and is no longer updated. It is provided for background information only. Introduction Despite its title, the Small Business, Enterprise and Employment Act 2015 (SBEEA 2015) has general effect across UK companies, not just small and medium-sized enterprises. While the Act chiefly concerns corporate matters and company administration, certain elements may influence financing transactions and warrant attention from finance practitioners. These include: the abolition of bearer shares powers enabling the override of prohibitions on invoice assignment modifications to the powers of the Export Credits Guarantee Department (ECGD) adjustments to administrators’ and liquidators’ powers with implications for insolvency and restructuring practice streamlining of public procurement processes changes to company administration The SBEEA 2015 received Royal Assent on 26 March 2015 and is being brought into force in stages. For the timetable indicating when specific provisions commence, see Practice Note: The Small Business, Enterprise and Employment Act—company law reforms [Archived]. Bearer...

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View the related UK Parliament Acts about Share warrant

UK PARLIAMENT ACTS
122 Share warrants

[(1)     Until a share warrant issued by a company is surrendered the following are deemed to be the particulars required to be entered in the register of members in respect of the warrant—(a)     the fact of the issue of the warrant,(b)     a statement of the shares included in the warrant, distinguishing each share by its number so long as the share has a number, and(c)     the date of the issue of the warrant.](3)     The bearer of a share warrant may, if the articles of the company so provide, be deemed a member of the

UK PARLIAMENT ACTS
[779 Prohibition on issue of new share warrants and effect of existing share warrants]

(1)     A company limited by shares may, if so authorised by its articles, issue with respect to any fully paid shares a warrant (a “share warrant”) stating that the bearer of the warrant is entitled to the shares specified in it.(2)     A share warrant issued under the company's common seal or (in the case of a company registered in Scotland) subscribed in accordance with the Requirements of Writing (Scotland) Act 1995 (c 7) entitles the bearer to the shares specified in it and the