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United Kingdom
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Widows and orphans provision meaning

What does Widows and orphans provision mean?
In debt capital markets practice, a widows and orphans provision allows the bond trustee to exercise a conversion or exchange right at or shortly before the end of the exercise period on behalf of holders who have not submitted instructions, so rights do not lapse and value is preserved. It is a descriptive market term, not defined in legislation or case law, and is commonly included in trust deeds for convertible bonds, exchangeable securities, loan notes and warrants under English, Scots, Northern Irish and Irish law. Typical features include trustee discretion (and sometimes an obligation) to operate a deemed exercise or give a deemed election, notice procedures, treatment of fractional entitlements, sale of resulting shares and payment of net proceeds through the clearing systems, and trustee indemnity and cost protections. The clause is intended to protect retail or unsophisticated investors and beneficial owners who may miss deadlines, but it benefits all holders by avoiding the extinguishment of conversion or exchange rights. Usage and effect are broadly consistent across the UK and Ireland, with differences limited to drafting and market practice; the trustee’s powers derive from the trust deed and the terms and conditions of the securities. Not to be confused with “widows-and-orphans”...
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View the related Practice Notes about Widows and orphans provision

PRACTICE NOTES
International Debt Capital Markets Glossary: Bonds, Programmes, Clearing, Ratings and Issuance Terms for Lawyers

Debt Capital Markets Glossary—A Accelerate Acceleration of a note means declaring it immediately due and payable before its scheduled maturity when an event of default arises, and this requires notice to be given. Agreement among managers A contract between the managers that sets out the nature and terms of their relationship, generally based on the International Capital Market Association (ICMA) standard form. Allotment The portion of notes offered by the lead manager to the syndicate. Allotment telex Where no co-managers are invited to the syndicate, the lead manager handling documentation sends the other lead managers an allotment telex confirming the allocation of the notes, subject to completion of the issue. Debt Capital Markets Glossary—B Basis point One hundredth of a per cent (0.01%); i.e. a rate of a stated benchmark plus 75 bps equals that benchmark rate plus 0.75%. Bearer form The key characteristics of bearer securities are that: a bearer security is a...

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PRACTICE NOTES
UK Banking, Finance, Capital Markets, Derivatives and Insolvency Law Glossary including Islamic finance

Banking & Finance glossary A Auditing and Accounting Organisation for Islamic Financial Institutions (AAOIFI) The foremost Islamic, international, autonomous, independent, not-for-profit corporate body that develops and issues accounting, auditing, governance, ethics and Shari’ah benchmarks and standards for Islamic Financial Institutions (IFIs) and the wider Islamic finance sector. Founded in Bahrain in 1991, it is backed by a number of institutional members across more than 45 countries, including central banks and regulatory authorities, financial institutions, accounting and auditing practices, and legal firms. Its pronouncements are currently applied by leading Islamic financial institutions across the world and have advanced a progressive and gradual harmonisation of global Islamic finance practice. It also delivers professional qualification programmes—notably Certified Islamic Professional Accountant (CIPA), Certified Shari’ah Adviser and Auditor (CSAA), and the corporate compliance programme—in efforts to strengthen the industry’s human capital and governance frameworks. For further details, see Practice Note: Key participants in the Islamic finance industry—Accounting and Auditing Organisation for Islamic Financial Institutions (AAOIFI). Acceleration Acceleration is the formal action...

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