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In this issue: Brexit UK, EU and international regulators and bodies Accountability, culture and societal governance Prudential rules Stability of the financial system Financial crime and sanctions Conduct standards Complaints, redress and claims handling Investigations, enforcement and disciplinary action Benchmark regulation and IBOR transition Capital markets regulation PRIIPs (Packaged Retail and Insurance-based Investment Products) Derivatives regulation Sustainable finance and ESG Banks and mutuals Funds and asset management MiFID II Insurance regulation Personal pensions and stakeholder products regulation Payment services and systems Fintech and cryptoassets EEA Agreement Annex IX (Financial Services) Financial Services Enforcement Database Daily and weekly news alerts Intraday alerts New and updated content Dates for your diary New Q&As New Q&As Brexit — HMT outlines the next stage of the Smarter Regulatory Framework. HM Treasury (HMT) has issued a policy paper describing the upcoming...
In this issue: Authorisation, approval and supervision Prudential requirements Risk management and controls Financial crime and sanctions Conduct requirements Complaints, compensation and claims management Investigations, enforcement and discipline Regulation of capital markets Packaged Retail and Insurance-based Investment Products (PRIIPs) Dispute resolution for financial services lawyers Regulation of derivatives Sustainable finance and ESG Banks and mutuals Investment funds and asset management FSMA regulated pensions activity Payment services and systems Fintech and cryptoassets Financial Services Enforcement Database Daily and weekly news alerts Intraday news alerts New and updated content Dates for your diary Authorisation, approval and supervision FCA publishes 2024/25 final rates and fees The Financial Conduct Authority (FCA) has released the 2024/25 final rates and fees for its annual funding requirement (AFR). The page further explains the factors the FCA weighs when working out annual fees, plus details on fee blocks, additional...
In this issue: Commercial Competition and state aid Corporate Free movement, immigration and employment Financial services Energy Environment Insurance and reinsurance IP Life sciences Regulatory TMT International trade Daily and weekly news alerts New and updated content Trackers Commercial Commission launches consultation on Standardisation Regulation revision The European Commission has opened a call for evidence within its planned revision of the Standardisation Regulation. The initiative aims to remedy shortcomings found during the Regulation’s evaluation and to hasten the creation of systemic standards that bolster the EU’s resilience alongside its green and digital transitions. Stakeholders are invited to provide their views to inform the further development of the proposal. The consultation closes on 21 July 2025. See: LNB News 25/06/2025 29. Competition and state aid Mergers—Commission unconditionally clears Liberty Media/Dorna merger after phase II Following a phase II investigation (M.11539), the Commission granted unconditional clearance...
What does this Practice Note cover? This Practice Note examines transactions that rely on Regulation S under the Securities Act of 1933, as amended (15 USC § 77a) (the Securities Act). Regulation S removes from the section 5 (15 USC § 77e) registration regime offers and sales of securities conducted outside the US. The note provides an outline of Regulation S, addressing the issuer and resale safe harbours, typical Regulation S deal structures, and practical guidance for lawyers working on . What is Regulation S? Under section 5 of the Securities Act, it is unlawful to use any means or instruments of interstate commerce to offer, sell, or deliver a security unless a registration statement for that security has been filed with, and declared effective by, the Securities and Exchange Commission (SEC). As ‘interstate commerce’ in section 2(a)(7) of the Securities Act (15 USC § 77b(a)(7)) encompasses trade and commerce with any foreign country, section 5’s registration rules could be read to cover all securities offerings...
Materials ARCHIVED: This Practice Note is no longer maintained and has been archived. Last revised in July 2019. From 21 July 2019, EU member states applied the Prospectus Regulation (EU) 2017/1129 in full, and the Prospectus Directive was revoked. It now determines when a prospectus must be published for public offers of securities in the UK, and for admissions to trading on a UK regulated market. To align the FCA Handbook with the Regulation, the FCA removed the Prospectus Rules in full and substituted them with the Prospectus Regulation Rules sourcebook. Further details are set out in Practice Note: The UK Prospectus Regulation—essentials [Archived] and The UK Prospectus Regulation—is a prospectus required? [Archived]. This note, together with other notes on the repealed Prospectus Rules, is kept for reference, as the commentary may continue to be relevant to equivalent provisions in the Prospectus Regulation Rules (PRR). This Resource Note gathers pertinent commentary, analysis and materials to aid interpretation of, and give practical guidance on applying, Annex III of Appendix 3...
This Resource Note summarises the key features of Rule 2 of the City Code on Takeovers and Mergers (the Code), addressing strict confidentiality obligations ahead of any announcement and both the scheduling and substance of offer announcements. It signposts pertinent materials, commentary and guidance issued by the Panel on Takeovers and Mergers (the Panel), together with Lexis+® UK commentary and tools, to provide practical insight and guidance into interpreting and applying Rule 2. Materials referenced in this Resource Note comprise the following: Practice Statements released by the Panel Executive (the body responsible for the day‑to‑day supervision and regulation of takeovers) (Executive), which offer informal guidance on how the Executive usually interprets and applies the Code Panel Statements (P/S) and Panel Instruments issued by the Panel Public Consultation Papers (PCP) and Response Statements (RS) from the Code Committee the Panel’s published Annual Reports discussing general overarching issues (Annual Reports) newsletters, together with technical and procedural notes published by the Financial Conduct Authority (FCA)...
[ Printed on the reporting accountants’ letterhead ] The Directors [ Insert name and address of issuer ] and [ Insert name and address of nominated adviser ] [ Insert date ] Dear [ insert text ] [ Insert name of issuer ] (the Company): Application for admission to AIM—Working Capital We refer to the statement below (the Working Capital Statement) to be made by the directors of the Company (the Directors) in the admission document dated [ insert date ] [ (which is also a prospectus) ] (the Admission Document), and to the board minute approved by the Directors confirming a reasonable basis for making the Working Capital Statement: [ Insert working capital statement to be made by the directors, eg 'In the opinion of the Directors, having made due and careful enquiry, the working capital available to the Company [ and its group ] will be sufficient for its present requirements, that is for at least 12 months from the date of...
[ Print on letterhead of reporting accountants ] The Directors [ insert name and address of issuer ] and [ insert name and address of sponsor or nominated adviser (as relevant) ] [ insert date ] Dear [ insert name ] [ Insert name of company ] (the Company): [ Placing AND/OR Open offer AND/OR Rights issue ] of [ insert number ] [ insert class ] shares of [ insert nominal value ] each We refer to the working capital statement (Working Capital Statement) included in the Company’s prospectus dated [ insert date ] (the Prospectus), and to the attached board minute approved by the directors, which records their belief that there is a reasonable basis for making the Working Capital Statement: “In the Directors’ opinion, having undertaken due and careful enquiry, the working capital available to the Company [ and its group ] is adequate for its present needs, namely for at least 12 months from the date of [ Admission OR this document ].” We...
Print on the reporting accountants’ letterhead. STOP PRESS : Significant reforms to the UK prospectus regime came into force on 19 January 2026. The principal sources for the UK regime governing public offers of securities and admissions to trading are the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), together with the FCA sourcebook, The Prospectus Rules: Admission to Trading on a Regulated Market (PRM)...