Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Trombone rights issue definition

What does Trombone rights issue mean? A trombone rights issue is a variant of a rights issue used by a listed company to finance an acquisition that cannot be unconditional before launch. It staggers shareholder payments so the securities are paid up in two instalments: the first when the rights offer closes, and the second only if specified conditions (for example, merger control or shareholder approvals) are satisfied and the acquisition can complete. This is a market term rather than a concept defined by legislation or case law. It is typically implemented using partly paid shares or convertible securities with a deferred call. The structure mitigates...

UK trombone rights issues for listed companies: funding conditional acquisitions via instalment-paid convertible loan notes, structure, documentation, underwriting, prospectus and Companies Act 2006 considerations

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Practice notes

STOP PRESS

Major changes to the UK prospectus regime took effect on 19 January 2026. The framework for public offers of securities and for admissions to trading in the UK now sits primarily in the Public Offers and Admissions to Trading Regulations 2024, SI 2024/105 (the POATRs), and 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 The UK Prospectus Regulation and the FCA Prospectus Regulation Rules have been repealed. The objective is to simplify capital raising and materially reduce the occasions when a company must publish an FCA‑approved prospectus for a further issue of shares. For full details on the changes, see Practice Note: UK prospectus regime reform. This Practice Note reflects the regime in place before 19 January 2026. It explains the nature and typical structure of a trombone rights issue, as well as why and when a company may undertake one. See Practice Note: Rights issues—key considerations for further information on rights issues.

What is a trombone rights issue?

Such issues are typically used where a listed company wishes to fund an acquisition by a rights issue (usually in...

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Web page updated on 22/05/2026

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