Jurisdiction(s):
United Kingdom

Pre-emption on share allotments in articles (non-leveraged investment): investor rights, offer process by reference to transfer provisions, carve-outs, and statutory pre-emption disapplied

Published by a LexisNexis Corporate expert

Precedents

Add new definitions to Article 2.1:

Allotment Notice – Article 9.1; Allotment Shares – Article 9.1.1; Issue Price – Article 9.1.2; Proposed Allottee – Article 9.1.3.

Add new Article 9 and renumber document accordingly:

Unless prior Investor Consent or a section 283 special resolution provides otherwise, before any share allotment the Company must send an Allotment Notice to each Investor stating: one class and number of Allotment Shares; the Issue Price; the Proposed Allottee; and other material terms.

Articles 15.2–15.7 apply as if Transfer Notice/Sale Shares/Sale Price read Allotment Notice/Allotment Shares/Issue Price; and with these deletions: in 15.2 “the Company and/or”; in 15.3 “(other than the Proposed Transferor)”; in 15.7 “to the Proposed Transferor and”; plus in 15.7 the term “Proposed Transferor” becomes “the Company”.

If, after applying Article 9, Allotment Shares remain, within three months the Company shall allot the balance to the Proposed Allottee at not less than the Issue Price.

Article 9 does not apply to employee share option schemes, re‑issues of repurchased Shares under Article 12 and/or 15, or under the Subscription and Shareholders’ Agreement. Under section 567(1) of the Companies Act, sections 561 and 562 do not apply to the Company...

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Web page updated on 22/05/2026

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