Jurisdiction(s):
United Kingdom

UK placing agreements on the Main Market and AIM: a negotiation guide for IPOs and secondary placings covering ABBs, parties, conditions, warranties, indemnities, fees, continuing obligations and termination

Published by a LexisNexis Corporate expert

Practice notes

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Placing agreement

A placing agreement is a contract under which a company (the Issuer) engages one or more placing agents (the Brokers) to act on its behalf in sourcing subscribers for its shares. Such placings are ordinarily conducted on a non-pre-emptive basis, aimed at institutional investors, and are not offered to the retail market. On occasion—for example, where the placing is undertaken in connection with an initial public offering (IPO)—the Issuer’s directors and proposed directors (the Directors) will also join as parties. Where the Issuer is admitted (or seeking admission) to AIM, its Nominated Adviser (the Nomad) will likewise be a party if it is not already doing so in its capacity as Broker. The agreement prescribes the Brokers’ responsibilities to place the Issuer’s shares—often not yet allotted—with institutional investors. In addition, Brokers may arrange the placing of existing shares in the Issuer for selling shareholders. The document also sets out the fees and commissions due to the Brokers from the Issuer and/or any selling shareholders in respect of the shares placed...

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Web page updated on 22/05/2026

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