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Eligibility requirements—premium listing, standard listing, High Growth segment and AIM—prior to 29 July 2024

Eligibility requirements—premium listing, standard listing, High Growth segment and AIM—prior to 29 July 2024 A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories.  The UK Listing Rules sourcebook came into force to implement the changes and the Listing Rules sourcebook was revoked. In addition, the London Stock Exchange closed the High Growth segment. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This checklist reflects the listing regime prior to 29 July 2024 and has been retained for reference purposes. This checklist compares the eligibility requirements for a former premium listing, a former standard listing, an admission to the former High Growth Segment of the Main Market and admission to trading...

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SAYE—companies which qualify to operate an SAYE scheme

SAYE—companies which qualify to operate an SAYE scheme This Practice Note covers the following topics: • the law governing eligibility for companies to operate a save as you earn (SAYE) scheme • requirements and timing • the aims of the SAYE legislation • the legislative requirements for shares under SAYE schemes, including: ◦ requirement for shares to form part of ordinary share capital ◦ issues for group companies ◦ issues for a company which is controlled by another company ◦ issues for a company which is owned or controlled by a consortium ◦ issues for a company which is controlled by an unlisted company ◦ issues for jointly owned companies ◦ when is a company listed on a recognized stock exchange? ◦ fully paid up and redeemable shares, and ◦ requirements if there is more than one class of ordinary shares • checks and declarations regarding the shares, and • references to shares in the SAYE scheme For further information on SAYE schemes generally, see Practice Note:...

AIM Rules for Companies—Rules 7, 8 and 9—Special conditions for certain applicants

AIM Rules for Companies—rules 7, 8 and 9—Special conditions for certain applicants This Resource Note outlines the main provisions of Rules 7, 8 and 9 of the AIM Rules for Companies (AIM Rules), which deal with special conditions for certain applicants to AIM. The rules cover lock-ins for new businesses, investing companies and other conditions. This Resource Note highlights relevant materials, commentary and guidance from the London Stock Exchange (LSE), as well as Lexis+® UK analysis and resources, to give practical guidance on the interpretation and application of Rules 7 to 9 of the AIM Rules. Materials covered in this Resource Note include: • the AIM Rules • the AIM Rules for Nominated Advisers (Nomad Rules) • Inside AIM, the periodic publication from the AIM Regulation team • AIM Notices, which are issued periodically, and contain information on AIM regulatory and administrative matters • Lexis+® UK and Lexis®Library resources. Setting the scene • Rulebook: AIM Rules for Companies and AIM Note for Investing Companies • What it covers: Rule...

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Agreement among underwriters (US IPO)

Agreement among underwriters (US IPO) Agreement Among Underwriters (US IPO) [insert number] Shares (plus [insert number] Shares to cover over allotments, if any) [COMPANY NAME] Common Stock [insert date], 20[insert year] [Insert name of party] [Insert name of party] As Representatives of the Several Underwriters c/o [Insert name of party] [Insert name of party] [Insert name of party] Re: Public Offering of Common Stock of [COMPANY NAME] Dear [insert text]: We wish to confirm as follows our agreement with you with respect to the purchase, from [insert name of corporate entity], a [insert nature of corporate entity] corporation (the Company), of an aggregate of [insert number] shares (the Firm Shares) of the Company's Common Stock, par value $[insert number] per share (the Common Stock), as well as with respect to the purchase any of the [insert number] shares (the Optional Shares) of Common Stock which the Underwriters (as hereinafter defined) shall have determined to purchase from the Company pursuant to Section [insert section number]...

Placing letter—AIM

Placing letter—AIM [ON THE LETTERHEAD OF THE PLACING AGENT] Application has been made for the whole of the issued and to be issued ordinary share capital of the Company to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Ordinary Shares will commence on AIM on [insert expected date of admission to AIM]. No liability whatsoever is accepted by [insert name of Placing Agent] for the accuracy of any information or opinions contained in the Admission Document (as defined below), for which [insert name of Placing Agent] is not responsible, or for the omission of any material information from the Admission Document. Persons receiving this document should note that, in connection with the Placing (as defined below) and Admission, [insert name of PLACING AGENT] is acting exclusively for the Company and no-one else and will not be responsible to anyone other than the Company for providing the protections afforded to its customers or for advising any other...

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What is meant by the phrase ‘negotiable on the capital market’ in the definition of ‘transferable securities’ for the purposes of determining whether a prospectus is needed for a public offer of securities?

What is meant by the phrase ‘negotiable on the capital market’ in the definition of ‘transferable securities’ for the purposes of determining whether a prospectus is needed for a public offer of securities? Practice Note: The Prospectus Directive and ECM—when is a prospectus required? [Archived] provides guidance on the definition of ‘transferable securities’ in section 102A of the Financial Services and Markets Act 2000 (FSMA 2000). FSMA 2000, s 102A defines ‘transferable securities’ as anything which is a transferable security for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (MiFID) (other than money-market instruments for the purposes of that directive which have a maturity of less than 12 months). The definition of ‘transferable securities’ in Article 4(44) of Directive (2014/65/EU) reads: ‘“transferable securities” means those classes of securities which are negotiable on the capital market, with the exception of instruments of payment, such as: (a) shares in companies and other securities equivalent to shares in companies, partnerships or other entities, and depositary receipts in respect of shares;...

What exemptions are in force under the Prospectus Regulation from the requirement to publish a prospectus for small offers of securities to the public in the EU where the consideration is below a certain limit?

What exemptions are in force under the Prospectus Regulation from the requirement to publish a prospectus for small offers of securities to the public in the EU where the consideration is below a certain limit? The Prospectus Regulation, Regulation (EU) 2017/1129 will apply in the EU from 21 July 2019 but some provisions apply from an earlier date including Articles 1(3) and 3(2) which applied from 21 July 2018. For more information, see Practice Note: The Prospectus Directive and ECM—when is a prospectus required? [Archived] Article 1(3) exempts from the entire scope of the prospectus regime all offers of securities to the public with a total consideration within the EEA of less than €1m, calculated over a period of 12 months. This is an EEA wide exemption and Member States cannot require a prospectus for offers to the public below this threshold. Individual Member States can however impose other disclosure requirements at a national level provided they do not constitute a ‘disproportionate or unnecessary burden’. Article 3(2) gives...

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European Commission adopts Delegated Act relating to MiCA

The European Commission has adopted a Delegated Regulation supplementing Regulation (EU) 2023/1114 (Markets in Cryptoassets Regulation (MiCA)) with regard to regulatory technical standards specifying the information in an application for authorisation to offer asset-referenced tokens to the public or to seek their admission to trading. The Delegated Regulation enters into force on the 20th day following its publication in the OJ. MiCA empowers the Commission to adopt delegated act to further specify the information relating to the content of the application for authorisation to offer to the public or to seek admission to trading of asset-referenced tokens. The Delegated Act specifies information relating to, among other things:  the applicant issuer, business model, strategy and risk profile, internal control framework and shareholders.