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Jurisdiction(s):
United Kingdom
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Key definition
Cash box placing definition

What does Cash box placing mean? A cash box placing is a capital-raising structure used to issue shares quickly while relying on the non-cash consideration exception to statutory pre-emption rights. It is a market term, not defined in legislation. Typical steps: the issuer incorporates an spv subsidiary; an investment bank subscribes for the SPV’s preference shares, funded from a placing of the issuer’s equity securities with institutional investors (placees). The placees pay the offer price to the bank. The bank transfers the SPV preference shares (whose asset is the cash) to the issuer, which in return allots its shares to the placees. For Companies Act...

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UK cash box placings: structure, implementation steps, documentation, PEG pre-emption limits, prospectus regime (including 2026 reforms), merger relief and market trends

Practice notes
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Major changes to the UK prospectus framework took effect on 19 January 2026. The updated regime for public offers of securities and for admissions to trading in the UK is contained in 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). The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been revoked. These reforms aim to streamline fundraising and markedly cut the instances when a company must produce an FCA-approved prospectus for a subsequent share issue, and in the UK reduce prospectus requirements accordingly. For comprehensive details of the amendments, see Practice Note: UK prospectus regime reform. This Practice Note records the prospectus regime as it stood before 19 January 2026. It also outlines the cash box structure and the rationale for its deployment in relation to a proposed placing by a public limited company incorporated in the UK, admitted to listing on the official list of the Financial Conduct Authority (FCA) and to trading on the Main Market of the London Stock Exchange (Main Market)...

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Danette Antao
Danette Antao

Danette is a senior knowledge lawyer in the corporate finance practice in Hogan Lovells' London office. She has a particular focus on legal and regulatory developments concerning the UK's equity capital markets....

Maegen Morrison
Maegen Morrison

Maegen is a partner in Hogan Lovells' London office specialising in equity capital markets, corporate finance and domestic and cross-border mergers and acquisitions, principally in the consumer and financial institutions sector. Maegen heads the London equity capital markets practice, co-heads the European equity capital markets practice and has a depth of experience in acting for both issuers and underwriters. Maegen was one of The Lawyer's 10 City Young Guns, appeared in The Lawyer's Hot 100, was one of the 2013 Legal Business Corporate Great Bright Hopes, was one of the 2014 Financial News 40 under 40 Rising Stars in Legal Services and is recognised by the Legal 500 UK 2013 as "very solid and technically excellent". ...

Web page updated on 21/05/2026

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