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Underwriting meaning

What does Underwriting mean?
In capital markets practice, underwriting is the contractual commitment by one or more banks or brokers (the underwriters) to subscribe for, or procure subscribers for, any shares or other securities not taken up by investors in an offer, at an agreed price and by a specified closing date. It gives the issuer funding certainty in IPOs, rights issues, open offers and secondary placings, in return for an underwriting commission. The term is a market expression rather than a defined statutory term, although payment of underwriting commission is permitted subject to disclosure and constitutional authority (for example under the UK Companies Act 2006 and the Irish Companies Act 2014). The commitment is documented in an underwriting agreement, often with a syndicate and sub-underwriters, and typically includes conditions precedent, representations and warranties, indemnities, allocation mechanics and termination rights (for example for material adverse change). In the UK and Ireland, “underwriting” usually denotes a firm commitment; a “best efforts” arrangement is generally treated as a placing without underwriting. Usage is broadly consistent across England & Wales, Scotland, Northern Ireland and Ireland, subject to differing regulatory regimes (for example FSMA and FCA Listing Rules/UK Prospectus Regulation; Central Bank of Ireland rules/EU Prospectus Regulation and Euronext Dublin...
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View the related Checklists about Underwriting

CHECKLISTS
Fraud red flags in UK road traffic personal injury claims: a practitioner’s checklist

Claimant Claimant's history Has the claimant previously pursued personal injury claims? This can be verified via the Claims Underwriting Exchange (CUE) database, which records all claims that have been lodged with an insurer. Nature of the injuries Do the reported injuries align with, and are they proportionate to, the overall seriousness of the collision event? High occupancy A crowded vehicle (ie several passengers) does not, by itself, prove fraud, yet it may still be relevant where an accident is alleged to have been engineered or staged. No reason to stop Where the defendant maintains the claimant’s car braked without cause, this may potentially point to a set-up incident. Late reported claim Although claimants ordinarily have three full years to bring a claim, when a claim reaches an insurer more than six months after the accident date, without any credible reason at all (eg a prolonged hospital stay, or the claimant’s insurer struggled to identify the defendant’s insurer), there is a...

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CHECKLISTS
UK bond issuance: timeline, key documents, parties, ratings, clearing and admission to trading, with update on POATRs 2024 and FCA admission rules effective 19 January 2026

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...

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NEWS
UN retires Net-Zero Insurance Alliance; launches FIT with voluntary metrics, no joint underwriting targets, to reduce competition law risk; PRA engaged; Freshfields, Cleary and Norton Rose advising

The Net-Zero Insurance Alliance According to the United Nations group, the Net‑Zero Insurance Alliance, launched in 2021 under the United Nations Environment Programme (UNEP), is being wound up and superseded by the Forum for Insurance Transition to Net Zero (FIT), the UN said. UNEP will preside over the new body and says the forum will accelerate voluntary climate efforts across the insurance industry. Its agenda includes proposing optional net‑zero insurance indicators and goals, alongside developing transition plan frameworks to support net‑zero for organisations in the sector, among other priorities. Butch Bacani, who leads insurance at UNEP, described the forum as ‘an entirely new’ set‑up and undertaking too...

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NEWS
Survey: Insurers may exit solicitors’ PII as SRA minimum terms restrict aggregation after Discovery Land, driving higher premiums and prompting reform calls in England and Wales

The survey gathered input from 14 of the 28 insurers listed by the Solicitors Regulation Authority (SRA) for the 2024 indemnity year. Conducted anonymously via Qualtrics and in partnership with the International Underwriting Association, it found that 38% of respondents foresaw potential difficulties at renewal, although the exact tally was not provided. Browne Jacobson reported that solicitors began considering leaving the PII market after the Court of Appeal’s January 2024 decision in Discovery Land Co LLC and others v Axis Specialty Europe SE. The firm noted that the ruling heightened worries about tightly drawn aggregation of claims under the SRA’s minimum terms and conditions, which influence the limit of indemnity. Ed Anderson, a partner at Browne Jacobson who deals with PII, ...

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NEWS
Autonomous Vehicles Act 2024 to shift accident liability to manufacturers from 2027, reshaping UK motor insurance towards manufacturer policies and commercial-style cover

Investment bank Berenberg believes insurers are likely to keep motor policies on their ledgers, yet may pivot towards underwriting manufacturers of vehicles rather than individual drivers. This assessment comes from its comprehensive and wide-ranging review of the outlook and prospects for Britain’s motor insurance market and the implications for investors. The government intends to begin small-scale pilots of self-driving taxis and buses nationwide across the country in spring 2026. Berenberg added that, should these pilots prove effective, they might pave the way for far broader uptake of autonomous technology among Britain’s motorists...

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View the related Practice Notes about Underwriting

PRACTICE NOTES
CREST rights issues: UK practitioner guide to process, Euroclear specimen wording, timetable, nil/fully paid rights, acceptance and payment, dematerialisation, settlement, record dates, overseas shareholders and fractional entitlements

This Practice Note provides an overview of the process of making a rights issue in CREST It does not attempt to introduce CREST or uncertificated securities, nor does it offer practical steps for transferring shares through CREST. For guidance on those topics, including a summary of key terms, refer to Practice Note: CREST and uncertificated shares—an introduction. For a synopsis of how various shareholder and company actions are carried out within CREST, see Practice Note: CREST—shareholder and general corporate actions. For a guide to conducting an open offer in CREST, consult Practice Note: CREST—open offers. For how to accept a takeover offer via CREST, see Practice Note: CREST—takeover offers. The general mechanics of undertaking a rights issue fall outside the remit of this Practice Note. It addresses solely the aspects that differ, or merit specific comment, where a rights issue is implemented through CREST. For broader information on rights issues and the matters that listed or AIM companies should evaluate when proposing a rights issue, see Practice Notes: Rights...

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PRACTICE NOTES
Acting in Concert under the UK Takeover Code: 2023 Presumptions, Control, Aggregation, Rule 9 Mandatory Offers, Disclosure Duties, and Guidance on Funds, Private Equity and Consortium Offers

Produced with input from Rebecca Cousin of Slaughter and May on market practice. This Practice Note succinctly outlines the relevant rules and guidance concerning parties who are, or are deemed likely to be, acting in concert for the purposes of The City Code on Takeovers and Mergers (the Code). In particular, the note reviews the various relationships that may amount to acting in concert, the importance of concert parties for Rule 9 of the Code, and the disclosures required in connection with stakebuilding. Stakebuilding is not prohibited by the Code, but can carry significant implications. The effects of membership of a concert party will typically be engaged under Rules 4 (Restrictions on dealings), 5 (Timing restrictions on acquisitions), 6 (Acquisitions resulting in an obligation to offer a minimum level of consideration), 8 (Disclosure of dealings and positions), 9 (The Mandatory offer and its terms) and 11 (Nature of consideration to be offered) when any of the relevant parties acquires shares...

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PRACTICE NOTES
Market Flex in Underwritten Loan Syndications: Pricing, Structural and Terms Flex, Reverse Flex, Decision-making, Timing and LMA Mandate Letter Wording

What is a 'market flex' provision? A market flex clause grants arrangers and underwriters limited leeway to adjust financing terms after the relevant facility agreement has been signed. As they arrange and underwrite the transaction, these provisions help them distribute the debt to the market and cut their exposure to the borrower to an agreed minimum hold level. Typical wording allows the arrangers or underwriters to alter certain key aspects of the financing to make it more appealing to potential lenders, particularly in more difficult or volatile market conditions. It is usually addressed in the mandate letter or the arrangement/underwriting fee letter. For more information on mandate letters, see Practice Note: Mandate letters. For more on the role of arrangers and underwriters in loan transactions, see Practice Note: The finance parties. When can market flex be used? These provisions can be used by the arrangers or underwriters before or after the facility documentation is signed. What can be flexed?...

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PRECEDENTS
UK plc rights issue board minutes (pre-announcement): approvals for prospectus (FSMA 2000), underwriting, LSE/AIM admission, general meeting, directors’ responsibilities (CA 2006) and related authorisations

Company number: [ insert number ] [ insert company name ] PLC Minutes of a meeting of the [ committee of the ] board of directors (the Meeting) of [ insert company name ] plc (the Company) Venue: [ insert place of meeting ] Date: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] ...

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PRECEDENTS
Board minutes template for UK plc rights issue impact meeting: approvals, underwriting agreement escrow release, prospectus/PALs despatch, GM notice, Gazette notice, press release, FCA/LSE/AIM filings

Company number: [ insert number ] [ insert company name ] PLC Minutes for the meeting of the [ committee of the ] board of directors (the Meeting) of [ insert company name ] plc (the Company) Venue: [ insert place of meeting ] Date: [ insert day, month and year of meeting ] at [ insert time of meeting ] [ am OR pm ] Present [ Insert names of the director(s) physically present ] [ [ Insert names of any directors present by telephone as permitted by the Company’s articles of association ] (by telephone) ] [ [ Insert names of any directors present by other means permitted by the Company’s articles of association ] (by [ insert other means ]) ] In attendance [ [ Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers) ] ] ...

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PRECEDENTS
Precedent TOBA (Insurer/Managing Agent-Broker): Risk Transfer/Non-risk Transfer, FCA/PRA and CASS Compliance, Data Protection—Law of England and Wales

An Agreement dated [ date ] regulating the carrying on and conduct of Insurance Business between: 1 [ Full name of insurance company ][ (insert company acronym) ], incorporated and registered in [ country ] with company number [ number ], whose registered office is at [ registered office address OR (the Insurer) full name of Managing Agent ], on behalf of the underwriting members of all Lloyd’s syndicates it manages from time to time (the Managing Agent), AND 2 [ Full name of broking company ], incorporated and registered in [ country ] with company number [ number ], whose registered address is at [ registered office address ] (the Broker) (collectively, the “Parties”, and each separately a “Party” herein) AGREED TERMS 1 Definitions and interpretation 1.1 The definitions and rules of interpretation apply to this Agreement as follows: ADR Notice: has the meaning set out in clause 25.2. Agreement: refers to this contract, the “Terms of Business Agreement Non Risk Transfer...

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