Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Pre-emption definition

What does Pre-emption mean? In legal practice, pre-emption refers to a priority right to act before others—most commonly a right of first refusal over shares or land—and, in EU law, the displacement of national rules by EU measures. - Company law: “Pre-emption rights” give existing shareholders the first opportunity to take up new equity securities before any third party. In the UK, these rights are principally statutory (Companies Act 2006, ss 561–577) and can be disapplied or varied; market guidance from the Pre-Emption Group is widely observed. In Ireland, pre-emption on allotments is provided for in the Companies Act 2014 and frequently addressed in a...

Precedent special resolutions: disapply pre-emption rights and authorise allotment (including follow-on offers) for UK listed or AIM companies (Companies Act 2006; Pre-Emption Group Statement of Principles)

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Precedents

SPECIAL RESOLUTION[S] 1

THAT, if [ insert reference to the resolution granting Authority to allot ] is approved, the Board shall be empowered to issue equity securities (as defined in the Companies Act 2006) for cash under the authority conferred by that resolution and/or to dispose of ordinary Shares held by the Company in treasury for cash, as though section 561 of the Companies Act 2006 did not apply to any such issue or sale, such power to be restricted as follows:

[ insert wording to limit the authority to disapply Pre-emption Rights to allotments for rights issues and other pre-emptive issues ];
to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) above) up to an aggregate nominal amount of £[ insert amount, to be not more than 10 per cent of the issued ordinary share capital (excluding treasury shares) of the Company as at the latest practicable date prior to publication of the notice of meeting ]; and
to the issue of equity securities or the disposal of treasury shares (other than pursuant to paragraph (A) or paragraph (B) above) up to a nominal amount equal to 20% of any issue of equity...

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Web page updated on 22/05/2026

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