Vendor consideration placing meaning

A vendor consideration placing is a capital markets structure used in acquisitions where the buyer issues new shares to the seller as part (or all) of the purchase price and, under an arranged placing, the seller immediately sells those shares to institutional investors for cash. It is a market term rather than a statutory definition and is used consistently across England & Wales, Scotland, Northern Ireland and Ireland. Key legal features and practice points: - The issuer’s new shares are issued for non‑cash consideration (the target or rights in it), so statutory pre‑emption rights on issues for cash under the Companies Act 2006 (and the broadly equivalent Irish regime under the Companies Act 2014) do not apply to the issue itself. - Investor guidelines (for example, the UK Pre‑Emption Group’s principles) scrutinise use of such structures where they may circumvent pre‑emption; appropriate shareholder authorities, sizing limits and disclosure remain critical. - Listing Rules, AIM Rules/Euronext rules and the UK/EU Prospectus Regulation may require a notification, shareholder approval or a prospectus depending on size and admission requirements. - Practically, it funds an acquisition and delivers cash to the vendor, while the issuer raises equity capital via the placing. Compare: vendor placing (a placing...