Rights Issues and Other Secondary Issues

The Chancellor, Alistair Darling, delivered the 2009 Budget on 22 April 2009. This update is our summary and analysis of the key business tax announcements.

Our summary of the key business tax announcements in the 23 March 2011 Budget. 70 leading tax practitioners told us what they thought of the Budget. We have published an article incorporating their views: 2011 Budget: Keep calm and carry on.

The ABI has published replacement guidance on institutional shareholder expectations when companies seek shareholder approval for the general allotment of new shares and the disapplication of pre-emption rights.

Allied-Lyons financed the bulk of its acquisition of the Spanish Group, Pedro Domecq Group through a two installment trombone rights issue, which gave it the flexibility in the event that the acquisition is not cleared through the Merger Regulation. This article looks at the benefits, risks and drawbacks involved with the technique.

The US Investment Company Act of 1940 (ICA) has long posed a problem to some non-US companies looking to raise capital in the US or that have US security holders. The ICA can be problematic not just for classic investment funds, but also operating companies ( "inadvertent investment companies") caught by the broad definition of "investment company" under the ICA. Non-US issuers have most commonly relied on the Section 3(c)(7) exception from the registration requirements of the ICA.  This article discusses the market procedures that have developed for Section 3(c)(7) compliance for non-US listed issuers of equity.  It also discusses other concerns that may arise for non-US issuers relying on Section 3(c)(7) under changes brought by the US Dodd-Frank Act of 2010 and the US Jumpstart Our Business Startups Act of 2012 (JOBS Act).

Contains ABI press releases. ABI briefings, representations and position papers. Research papers, newsletters and information. Some services limited to members only.

This standard document provides for a block trade by a manager acting as principal. It assumes that the issuer is a company incorporated in England and Wales and that its shares are listed on the Official List of the London Stock Exchange and admitted to trading on the Main Market of the London Stock Exchange. This standard document can accommodate other jurisdictions of incorporation or stock exchanges subject to minor amendments. The agreement is governed by English law.

A summary of the Blue Arrow trial.

The key differences between a rights issue and an open offer.

At £5.9 billion, British Telecommunications plc's rights issue was the biggest ever by a UK company. It was also the first rights issue to be made through CREST, the settlement operator for the UK stock market. This article explains the challenges BT faced and how these were overcome.

The decision in O'Rourke v Binks has been overturned in the Court of Appeal.

A consideration of the use of cash box structures in equity transactions.

A checklist to help ensure that all the areas of the placing and open offer have been considered before launching the issue.

Publication by BERR of draft regulations for comment: The Companies (Share Capital and Acquisition by Company of its Own Shares) Regulations 2009.

A look at the suite of continuing obligations that apply to an issuer with securities listed in the UK.

An examination of the issues arising when handling rights issue acceptances through the CREST system.

Outline details of the placing announced by FirstGroup plc on 9 February 2007 to finance in part the acquisition of Laidlaw International, Inc.

Outline details of the rights issue announced by Meggitt PLC on 6 March 2007 to part finance the acquisition of K&F Industries.

A letter from a director of a Main Market issuer undertaking a secondary issue where a prospectus is required confirming that he or she understands the requirements for a prospectus and accepts responsibility for the information contained in the prospectus.

The FSA has published version two of its questions and answers on the new regime for the disclosure of contracts for difference.

An update about the draft Loan Relationships and Derivative Contracts (Disregard and Bringing into Account of Profits and Losses) (Amendment) Regulations 2009, published by HMRC on 28 April 2009.

published 24 May 2005

Know-how relating to DTR 5. Includes links to the underlying rules and links to documents which may help interpretation of the relevant rules.

The second in a two-part series examines the key transaction execution issues that arise when a listed company chooses to fund an acquisition with equity finance.

The OFT has announced that it intends to conduct a market study into equity underwriting and is seeking views on its scope.

Regulation (EU) No 1095/2010 of 24 November 2010 establishing the European Securities and Markets Authority has been published in the Official Journal.

Intermediaries are entitled to relief from stamp duty and stamp duty reserve tax (SDRT) on transactions in securities provided certain conditions are satisfied (see Practice note, Stamp duty reserve tax: Impact of SDRT in corporate finance transactions and Practice note, Repos: tax: Stamp duty and stamp duty reserve tax).The scope of the relief is widened with effect from 1 November 2007.Before 1 November 2007, for the relief to apply, the intermediary had to purchase the chargeable securities on an EEA exchange, a recognised foreign exchange where those securities are regularly traded or one of certain other multilateral trading facilities.Schedule 21 to the Finance Act 2007 widened the exemption to include transactions that are not effected on an EEA exchange, a recognised foreign exchange or a multilateral trading facility provided the intermediary is authorised under the Markets in Financial Instruments Directive (2004/39/EC) (MiFID) and securities of that type are regularly traded on a regulated market (as defined in MiFID). (See Legal update, Budget 2007: Stamp taxes reliefs for exchange intermediaries and Legal update, Finance Act 2007: Royal Assent.)The extended intermediaries relief applies to agreements to transfer securities that are made on or after 1 November 2007 or that become unconditional on or after that date.

Final report of the study on the Impact of the Prospectus Regime on EU Financial Markets published by the Centre for Strategy and Evaluation Services (CSES) on 25 August 2008

In a recent case the High Court decided (amongst other things) that a bidder's financial adviser, which was also underwriting and arranging the sub-underwriting of a cash alternative offer and a rights issue, did not as financial adviser owe a duty to its client to satisfy itself that the sub-underwriters would be able to meet their commitments.

published 19 November 2009

published by HM Treasury on 19 November 2009

summary record of the 4th Informal Meeting on Prospectus Transposition held on 8 March 2005 published by the European Commission (Internal Market and Services DG) 

The FSA has confirmed to PLC Financial Services the extent to which material on the FSA website will be available after legal cutover on 1 April 2013.   

On 10 February 2009, the FSA published policy statement 09/2 comprising feedback on CP 09/4 and the final text of the consequential changes to the Listing Rules and the London Stock Exchange published AIM Notice 31 setting out changes to the guidance on Rules 24 and 25, relating to rights issue subscription periods.

The FSA has published a further updated version of its short selling FAQs (version 5).

On 19 November 2010, HMRC announced that the High Court granted a group litigation order, on 21 October 2010, concerning stamp duty and SDRT on the transfer and issue of securities into clearing and depositary services.

On 14 July 2008, HM Treasury announced the launch of the Financial Services Global Competitiveness Group (Group). This new Government-industry group, which will report directly to the High Level Group on City Competitiveness (High Level Group), will be chaired jointly by the Chancellor of the Exchequer and Sir Win Bischoff. Its members will comprise senior representatives from the financial services sector, including FSA Chairman Callum McCarthy. It is intended that the Group will meet monthly to examine medium to longer-term trends impacting on the competitiveness of the global financial services industry, against the changing international economic landscape and the emergence of new financial centres. The Group is expected to report back to the High Level Group in Spring 2009. Its assessment and analysis of global trends will help inform the Government's policy response to global challenges. HM Treasury has also announced the establishment of the following: - a Professional Services Industry group, looking at medium-term challenges in a number of services including legal services, accountancy and management consultancy. - a working party to review the efficiency of the UK's capital raising process and report on whether changes are needed to UK company law, market practices or regulatory requirements to make equity capital raising more efficient and orderly.

published 23 November 2005

HMRC updated its VAT Finance Manual on 21 February 2012.

Report stage and third reading in the Commons of the Financial Services Bill 2009-10.

This note is a general summary of the anti-avoidance rules applying for the purposes of UK income tax and the situations in which one person may be liable for income tax primarily chargeable to another person. It also provides links to notes describing other aspects of the UK income tax rules, such as how income is taxed and exemptions from income tax.

This note is a general summary of exemptions and relief from UK income tax. It also provides links to notes describing other aspects of the UK income tax rules, such as how income is calculated for income tax purposes and how income is taxed.

This note is a general summary of how losses may be used under the UK income tax rules. It also provides links to notes describing other aspects of the UK income tax rules, such as how income is taxed and exemptions from income tax.

The Institutional Investor Committee, which is made up of the Association of British Insurers, the Investment Management Association and the National Association of Pension Funds, has published best practice guidance for issuers when raising equity capital.

PLC Corporate has published a practice note providing a general introduction to US registered and unregistered offerings for non-US companies. (Free access.)

On 2 March 2010 the UKLA published issue 24 of its newsletter List!. This issue is a special edition and addresses the interaction between working capital statements and risk factors in prospectuses and circulars.

OPSI has published the Financial Services and Markets Act 2000 (Liability of Issuers) Regulations 2010 and an accompanying explanatory memorandum.

Our summary of the key business tax announcements in the 22 June 2010 Budget. (Free access.) Leading tax practitioners told us what they see as the most important announcements in the Budget, see Article, June 2010 Budget: the second half.

A list of documents necessary in a rights issue. This list is usually prepared at the outset of the rights issue by the investment bank, and will also indicate who has primary responsibility for producing each document and a provisional timetable for production.

The FSA has published Handbook Notice 123 setting out amendments to the Listing Rules, Prospectus Rules and the Disclosure and Transparency Rules.

The FSA has published consultation paper CP 12/25 which sets out proposals for further changes to the Listing Rules to enhance the effectiveness of the Listing Regime and other changes to implement the Alternative Investment Fund Managers Directive. The consultation paper also provides feedback on the proposals to amend the Listing Rules in CP 12/2.

The FSA has published its quarterly consultation paper CP 12/27 (No. 34) which includes a chapter on proposed amendments to the Listing Rules.

The London Stock Exchange has published Notice N05/13 outlining some minor changes to the Admission and Disclosure Standards.

The London Stock Exchange has published Notice N05/11 setting out changes to the Admission and Disclosure Standards.

This note provides access to know-how relating to Chapter 10 of the Listing Rules (LR 10), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 15 of the Listing Rules (LR 15), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 6 of the Listing Rules (LR 6), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 9 of the Listing Rules (LR 9), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This memorandum outlines the responsibilities and obligations of directors in relation to the publication of a prospectus, and may be used in connection with rights issues and other secondary issues.

15 August 2008 saw the launch of Turquoise, a multilateral trading facility backed by nine of the world's biggest investment banks. Turquoise is the latest in a wave of MTFs to launch since MiFID established a regulatory framework for trading venues outside the traditional stock exchanges.

HMRC has designated the ICAP Securities & Derivatives Exchange Ltd and the European Wholesale Securities Market as "recognised stock exchanges" under section 1005(1)(b) of the Income Tax Act 2007.

Drafting note for use in connection with the Standard document, Notice of general meeting: secondary issues.

On 27 January 2011, the OFT published its report on its market study into equity underwriting and associated services.

CRESTCo has published a pack containing specimen wording for inclusion in open offer documentation, principally to reflect the procedures to be followed where the entitlements to apply for open offer shares are to be held as separate participating securities in CREST (and applications for open offer shares are accordingly to be made using the CREST system).

In order to provide certainty of funds to complete its acquisition of National Computer Systems, Pearson has unusually, combined an attractive deeply discounted issue price with an underwriting agreement.

A summary of the terms of a placing letter, pursuant to which the underwriter places shares with placees.

This article introduces and covers the principal points arising from an issue of shares by way of a placing and open offer. It assumes that the issuing company is a public company whose existing shares are already admitted to the Official List of the Financial Conduct Authority (FCA) with a premium listing and to trading on the London Stock Exchange's main market for listed securities.

A Standard document power of attorney for use by the issuer's directors in connection with rights issues and other secondary issues.

The FSA has made amendments to the Prospectus Rules to reflect Regulation 486/2012/EU amending the Prospectus Regulation (809/2004/EC) as regards the format and content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements; and has separately made minor amendments to the Code of Market Conduct, Listing Rules and Prospectus Rules.

On 10 February 2005 the DTI published the final report by Paul Myners on his study into pre-emption rights and their impact on a public company's ability to raise new capital (for background, see Pre-emption rights study: invitation to comment and PLC Practice note, Rights issues: overview). The report concludes that pre-emption rights are a cornerstone of UK company law and should not be removed or eroded, and that the existing legal framework provides sufficient flexibility to permit a number of capital-raising models. However, those responsible for both domestic and European legislation should look at ways to shorten and simplify the rights issue process, and the DTI's intention to give, in the Company Law Reform Bill, the Secretary of State flexibility to vary the current 21 day limit for rights offer acceptances should be used to reduce the period to the 14 day minimum permitted under European law. Other recommendations include: replacing the current guidelines with new guidance which emphasises discussion between companies and shareholders and the extent to which flexibility is available to companies under the guidance; the formation of a new Pre-Emption Group with wider membership and a more proactive approach to monitoring the operation of the guidance and changing it where necessary; and retaining the current 5% non pre-emptive right authorisation level as a benchmark for individual applications. The report also sets out some areas that might benefit from

Primary Market Bulletin No. 2 published by the UKLA on 13 July 2012.

UKLA technical note published on or around 7 October 2010.

link to the FSA Handbook instrument FSA 2012/29 made 20 June 2012

PLC Corporate has published a podcast on the recent changes to the Prospectus Directive and Prospectus Regulation. (free access.)

The Council of the European Union has adopted the proposed directive to amend the Prospectus Directive and the Transparency Directive.

The European Commission has published a draft delegated regulation amending the Prospectus Regulation (809/2004/EC) as regards the format and content of the prospectus, the base prospectus, the summary and the final terms and as regards the disclosure requirements.

ESMA has issued a call for evidence on the request made to it by the European Commission for advice on possible delegated acts in connection with the amended Prospectus Directive.

ESMA has published its final technical advice to the European Commission on possible delegated acts concerning the Prospectus Directive, as amended by Directive 2010/73/EU.

The FSA Prospectus Amending Directive Instrument has been made and comes into force on 1 July 2012.

ESMA has published a second consultation paper on its technical advice to the European Commission on possible delegated acts concerning the Prospectus Directive, as amended by Directive 2010/73/EU.

Commission Delegated Regulation (862/2012/EU) of 4 June 2012 amending the Prospectus Regulation (809/2004/EC) as regards information on the consent to use of the prospectus, information on underlying indexes and the requirement for a report prepared by independent accountants or auditors has been published in the Official Journal.

The European Commission has published a delegated regulation amending the Prospectus Regulation (809/2004/EC) as regards the consent to use of the prospectus by financial intermediaries, information on underlying indices and the requirement for an independent accountants or auditors report in relation to profit forecasts and estimates.

UKLA technical note published on or around 7 October 2010.

This note provides access to know-how relating to Chapter 1 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note provides access to know-how relating to Chapter 3 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note provides access to know-how relating to Chapter 5 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

CESR has updated its Frequently Asked Questions regarding prospectuses.

ESMA has updated its Frequently Asked Questions regarding prospectuses.

The Prospectus Regulations 2012 have been made and laid before Parliament.

Specimen proxy form for listed companies.

On 22 April 2008, the Royal Bank of Scotland announced a rights issue to raise £12 billion (net of expenses) to increase its capital base, the largest ever rights issue in Europe.

This article analyses key issues in recent secondary equity offerings, in particular current underwriting issues, alternative structures, use of secondary issues to fund acquisitions, pre-marketing, other key current issues and European legal changes.  This article is part of the PLC multi-jurisdictional guide to Capital Markets. For a full list of contents visit www.practicallaw.com/capitalmarketshandbook.

An update about the Loan Relationships and Derivative Contracts (Disregard and Bringing into Account of Profits and Losses) (Amendment) Regulations 2009 (SI 2009/1886).

The first of a two-part series examines some of the common tools used for, and issues that arise when, restructuring premium-listed companies.

Resolution plc announced on 7 June 2006 that it had conditionally agreed to acquire from Abbey National plc its UK and offshore life insurance businesses. The consideration will be financed initially by a fully-underwritten rights issue (the largest in the UK since 2002) and new debt facilities.

The introduction of more flexible underwriting arrangements, such as, competitive tenders, auctions, and deep discount shares, and an exploration of alternatives to the traditional rights issue structure including open offers and vendor placings.

Publication by HM Treasury of A Report to the Chancellor of the Exchequer: by the Rights Issue Review Group (November 2008)

A description of the main features of the rights issues and why it is the most popular source of new equity capital for UK companies.

During the first half of 2008, there were an unusually large number of rights issues in the UK as companies had to raise finance to deal with the financial crisis. However, it was considered that the execution of those rights issues could be improved and would benefit from review. As a result, three inquiries were commissioned into the equity capital raising process by listed companies.

An overview of the considerations for UK plc in relation to its US shareholders on rights issues, takeover offers and share buybacks.This article is part of the PLC US Special Report, which was published to mark the launch of PLC's first US services.

On 13 June 2008, the Financial Services Authority (FSA) announced that it is introducing provisions in the Code of Market Conduct requiring the disclosure of significant short positions in stocks admitted to trading on prescribed markets which are undertaking rights issues. These new requirements, contained in the Short Selling Instrument 2008, will come into effect on 20 June 2008. The FSA considers that short selling is not in itself abusive, but it has taken this step as a result of the increased potential for market abuse through short selling during rights issues in the current market conditions. From 20 June 2008, a person who has reached, or exceeded, a short position which represents an economic interest of 0.25 per cent. of the issued capital of a company during the period of a rights issue (starting with the announcement of the issue) must, provided the short position relates to securities which are the subject of the rights issue, make an announcement on a Regulatory Information Service by 3:30 pm on the following business day. (In calculating whether this threshold is met the holder must take into account any form of economic interest it has in the shares, excluding any interest held as a market maker). This new disclosure regime will be kept under review. The FSA is looking at other measures in this area including: restricting the lending of securities in rights issues for the purposes of enabling short selling; and restricting short sellers from cover

I am looking for board minutes appointing a committee such as an executive committe and such committee would consist of either just directors or executive non directors. Do you have any such minutes, please?  The skeleton board minutes 9-107-3576 assumes that this appointment has already been dealt with. My query is where are the skeleton minutes for that appointment please?

On 19 June 2008, the Financial Services Authority (FSA) added further questions and answers to their FAQs on the requirements for market participants to disclose short positions in the securities of a company undertaking a rights issue.

The march of the rights issues continues. On 12 February 2009, The British Land Company PLC announced a £740 million fully underwritten rights issue, citing as its reasons the need to support its balance sheet leverage ratios and to avoid placing undue risk on its debt covenants, as well as a longer term aim of facilitating future buying opportunities. More are in the pipeline as some new trends emerge.

The Institutional Investor Committee, which is made up of the ABI, IMA and NAPF, has published best practice guidance for issuers when raisng equity capital.(free access.)

The considerations involved where a UK company with Australian shareholders carries out a rights issue.

The Rights Issue Fees Inquiry, commissioned by the Institutional Investor Council, has published its report on equity underwriting fees and practices in the UK.

Following Pearson's deeply discounted rights issue last July UK software firm Logica is funding the acquisition of pdv, a German IT services firm by a 1 for 10 rights issue at £11.50 per new Logica share to raise £458 million.

I had a question in relation to the rights issue overview practice note and in particular the paragraph that discusses how long the offer period should remain open for where a company is choosing to use the gazette route. Section 561 requires the offer to be open for acceptance for a period of 14 days beginning on the date of publication of the Gazette notice. I was particularly enquiring as to the basis of the followings statement "However, when used in legislation "day" means a full day ending at midnight and, accordingly, any partial final day of the offer period may not be counted as part of the 14 day period required for the purposes of section 561. Therefore, an offer complying with section 561 may not be closed until the 15th day after the posting date." Which act contains the definition of a day for these purposes (the Interpretation Act 1978 does not appear to include a definition of a "day")?

A practice note on the tax treatment of scrip dividends and dividend reinvestment plans (DRIPs).

This article explains the cash box structure and examines why it would be used by a listed company that wishes to issue new ordinary shares. It also looks at vendor placings, when they might be used and advantages and disadvantages.

The considerations involved where a UK company with Australian shareholders carries out a secondary issue of securities.

The considerations involved where a UK company with French shareholders carries out a secondary issue.

The considerations involved where a UK company with Irish shareholders carries out a secondary issue.

The considerations involved where a UK company with Japanese shareholders carries out a secondary issue.

The considerations involved where a UK company with Spanish shareholders carries out a secondary issue of securities.

A look at the different structures for raising equity and the recent developments and future trends in this area.

An issue of shares may be structured in a number of ways. This note outlines the different structures and then considers the main tax issues by reference to each of the relevant taxes: corporation tax, capital gains tax, income tax, value added tax, stamp duty and stamp duty reserve tax.

An update on the decision of the Special Commissioners in Fletcher v HMRC [2008] UKSPC00711, released on 29 September 2008.

The London Stock Exchange has announced new arrangements relating to the regulation of short selling during secondary offers. Together with The Securities and Investments Board (SIB), the Securities and Futures Authority (SFA) and LIFFE, it is introducing new disclosure arrangements under which the total short interest - "pent-up demand" - will be published daily during an offer period. The Stock Exchange will also require trades of a certain size in the relevant security to be subject to settlement of T+5 during the offer period and has endorsed the practice of issuers or vendors controlling the allocation policy so that those selling heavily before an offer are not allocated shares.

The FSA has published a policy statement (PS12/19) setting out the final changes to the FSA Handbook to implement Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps, together with its responses to consultation paper CP12/21.

The FSA has published consultation paper CP12/21 to consult on proposed amendments to the FSA Handbook to implement Regulation (EU) No 236/2012 of the European Parliament and of the Council of 14 March 2012 on short selling and certain aspects of credit default swaps.

ESMA has published a consultation regarding draft technical standards on the EU regulation on short selling and certain aspects of credit default swaps.

ESMA has published questions and answers on the implementation of the regulation on short selling and certain aspects of credit default swaps. (Free access.)

The European Parliament has passed a legislative resolution adopting, with amendments, the European Commission's proposal for a regulation on short selling and certain aspects of credit default swaps. (Free access.)

The Government has published the Financial Services Bill 2009-10 which includes amendments to FSMA 2000 to provide the FSA with a specific power to prohibit, or require the disclosure of, short selling.

The FSA has published a consultation paper on implementing aspects of the Financial Services Act 2010 including its use of powers in relation to short selling.

The Financial Services Bill 2009 - 10 as amended in Lords Committee has been published.

On 25 January 2010 the report stage of the Financial Services Bill 2009-10 was completed, and the Bill had its third reading, in the House of Commons.

Outline minutes of a board meeting held once the rights issue has closed to report on the rights issue outcome and deal with the allotment of shares to sub-underwriters. Once the rights issue has closed, a board, or more likely a board committee, meeting will be held to report on the outcome of the rights issue and to deal with the allotment of shares to placees in the market and/or sub-underwriters. The committee will usually have been appointed at the pre-impact day board meeting (see Standard document, Board minutes for pre-impact day board meeting: rights issues).

An outline set of committee minutes for use when provisionally allotting shares in a rights issue. These minutes should be used when a general meeting is included in the rights issue timetable to take appropriate authorities to obtain an allotment authority and to disapply pre-emption rights. The provisional allotment of shares may take place at the pre-impact day board meeting if a general meeting is not required in connection with the rights issue. However, if a general meeting is required the board or committee meeting allotting the shares will usually take place after the results of the general meeting are known. This set of skeleton minutes assumes that a general meeting is included in the timetable and is drafted on the basis that a committee of the board has been appointed.

A skeleton set of board minutes of a meeting to approve the proposed rights issue and related documentation, agree the rights issue price and provisionally allot the shares. The evening before impact date a board or board committee meeting will be held to approve the documentation and give the go ahead for the rights issue. This is an important meeting as it may be the first opportunity all the directors have to meet and discuss the documents. If this is the case, it is preferable that it be a meeting of the full board. A committee meeting may be appropriate in circumstances where the full board has met before to consider near-final drafts of the documents and has delegated the final approval to a committee. Prior to the board meeting, the directors will usually hold discussions with the investment bank and broker who will give their recommendations on the pricing of the issue (see Practice note, Rights issues: overview). This generally takes place after 4.30 pm, when the stock market has closed.

UKLA technical note published on or around 7 October 2010.

This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements.

A summary of the terms of a sub-underwriting agreement, sometimes called a sub-underwriting letter, in which sub-underwriters accept participation in a rights issue.

The Government has delivered its 2008 Pre-Budget Report. A report to the Chancellor of the Exchequer by the Rights Issue Review Group was published by HM Treasury along with the pre-budget documents.

A document tracking the development of certain notable pieces of proposed new legislation relating to corporate taxation.

This note is a general summary of the UK rules applying to the taxation of chargeable gains. It describes what chargeable gains are, what assets are affected, when disposals arise, the way in which gains are calculated and the manner in which they are taxed, exceptions from taxation, anti-avoidance rules and how allowable losses may be used. This note is intended as a general overview, so you should be aware that the tax treatment in a particular case may differ from the general position described in this note.

In a secondary issue requiring a prospectus, an investment bank acting for a company will often fulfil a tri-partite role: financial adviser, sponsor and underwriter. Where the secondary issue involves a simple cash placing which does not require a prospectus or Class 1 circular, the investment bank will act as financial adviser only. This practice note looks at the duties and responsibilities of the investment bank in various circumstances.

summary record of the 3rd Informal Meeting on Prospectus Transposition held on 26 January 2005 published by the European Commission (Internal Market and Services DG)

The structure and reasons for making a trombone rights issue.

On 20 December 2012, the Financial Services Act 2012 was published.

The UKLA has published its fourth Primary Market Bulletin, setting out its feedback and responses to the consultation in its second Primary Market Bulletin on the launch of the UKLA Knowledge Base and new and amended technical and procedural notes on the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules.

The UKLA has announced an extension to the deadline for responses to its consultation on proposed new and amended UKLA technical and procedural notes. The UKLA has also published an origins table.

UKLA webpage published on or around 7 October 2010.

The UKLA has published a number of technical notes to bring together currently applicable articles that previously appeared in List! issues 1 to 25.

Monument Oil and Gas have used a new underwriting structure to save £1.3 million in underwriting and sub-underwriting fees on its recent rights issue. The main difference between this issue and a standard rights issue is that there was no lead underwriter.

Various amendments to the Prospectus Directive (2003/71/EC) have now finally been agreed at EU level in the form of an amending directive. While the changes to the Directive (implemented in the UK by the Financial Services Authority’s Prospectus Rules) are favourable, their practical impact may be limited unless concessions are continued through the implementation stage.

On 23 November 2005 HMRC published an update setting out further details of its revised treatment of share issue transactions following Kretztechnik AG v Finanzamt Linz (see PLC Legal update, VAT: HMRC position on the treatment of share issues and subsequent input tax recovery and PLC Practice note, Share issues: tax). The update includes confirmation that Kretztechnik principles apply to the following transactions, which are to be regarded as non-supplies for VAT purposes: (1) issues of other types of shares, e.g. an issue of preference shares, a special rights issue, a bonus issue or issue of scrip dividends; (2) issues by different types of companies, e.g. a private company, provided the issuer's motivation is the raising of capital; (3) issues of financial instruments or securities other than shares, e.g. bonds, debentures or loan notes, where the purpose of the issue is to raise capital for the issuer's business - similarly, the issue of shares or units in collective investment funds such as OEICs or authorised unit trusts; and (4) issues of shares or other securities which take place in the context of wider arrangements, e.g. to effect a takeover or as part of a restructuring through merger or demerger. Claims for unrecovered input tax in respect of past issues of shares and other securities can be made subject to the three-year "capping" rules. The update also includes confirmation that transfers of shares for consideration will continue to be exempt suppli

An outline of the introductory wording to be used on a set of verification notes for use in connection with a secondary issue of shares by a company whose securities are listed on the Official List. For further background information on verification see Practice note, Verification: secondary issues.

A form of irrevocable undertaking for use by either large shareholders or directors in connection with a rights issue (or, with appropriate amendments, other secondary issue). An irrevocable undertaking will generally be addressed to both the company and the sponsor. If there is no general meeting in connection with the rights issue (or other secondary issue), this will simply be an irrevocable undertaking from the shareholder to take up shares under the rights issue (or other secondary issue). If there is a general meeting, it will be an irrevocable undertaking from the shareholder to vote in favour of the resolutions at the general meeting. Ideally an irrevocable undertaking should be executed as a deed.

Analysis of secondary issue activity in January 2009.

Round up of the secondary issues added to What's Market for 2009.

PLC Corporate has separated the What's Market secondary issues deal type into rights issues, open offers and placings by Main Market companies and secondary issues by AIM companies.

UKLA technical note published on or around 7 October 2010.