GLOSSARY

Main Market definition

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What does Main Market mean?

The main market for listed securities of the stock-exchange'>London Stock Exchange. The Main Market is a UK regulated market and has several segments: the Premium and Standard listing segments (for securities admitted to the Official List), the Specialist Fund Segment, the High Growth Segment and the Shanghai-London Stock Connect Segment. Companies wishing to have their shares admitted to trading on the Main Market will have to comply with the LSE’s Admission and Disclosure Standards.

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EU developments and influences in corporate governance

EU developments and influences in corporate governance The 2003 EU corporate governance action plan In 2003 the European Commission (Commission) initiated a formal action plan aimed at enhancing corporate governance across Europe ('Modernising Company Law and Enhancing Corporate Governance in the European Union – A Plan to Move Forward') (COM(2003)284) (2003 Action Plan). The Plan derived from the findings of the 2002 final report of the High Level Group of Company Law Experts chaired by Jaap Winter (Winter Report) tasked with creating a modern regulatory framework for company law in Europe. The main objectives of the 2003 Action Plan, as emphasised in its associated press release, were: • to strengthen shareholders' rights and protection for employees, creditors and the other parties with which companies deal, while adapting company law and corporate governance rules appropriately for different categories of company • to foster the efficiency and competitiveness of business, with special attention to some specific cross-border issues The 2003 Action Plan led directly to Directive 2006/46/EC which amended earlier European accounting legislation so as to require a corporate governance statement in a listed company’s annual report. Chapter 7 of the Disclosure Guidance & Transparency Rules (DTRs) provides that an issuer may elect that, instead of including its corporate governance statement in its directors' report, the information required by DTR 7.2.1 R to DTR 7.2.7 R may be set out in a separate report published

The sponsor—approval and role

The sponsor—approval and role This Practice Note looks at the regulatory regime applying to sponsors, including becoming a sponsor, sponsor competence, the principles for sponsors, systems and controls and the responsibilities of the sponsor to the issuer and the authority'>Financial Conduct Authority (FCA). The sponsor regime derives from section 88 of the Financial Services and Markets Act 2000 (FSMA 2000) and the rules relating to sponsors are set out in Chapter 8 of the Listing Rules (LR 8). For commentary, analysis and resources to assist with the interpretation of, and practical guidance on, the application of LR 8 see Resource Note: LR Resource Note—LR 8—Sponsors—Premium listing. Becoming a sponsor The sponsor is a person (most likely an investment bank or broker) who has applied to and been approved by the FCA. A list of sponsors is maintained by the FCA on its website. A person wanting to act as a sponsor under the Listing Rules must: • apply to the FCA using a Sponsor Firm Application Form, and • pay the relevant application fee to the Sponsor Supervision Team (currently £15,000) The FCA may also require: • the submission of additional documentation, explanations and information, and • verification of any information in such manner as specified In considering whether or not a person should be approved as a sponsor, the FCA: • will carry out any enquiries and request any further information which it considers appropriate • may

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Irrevocable undertaking—offer & subscription (open offer)

Irrevocable undertaking—offer & subscription (open offer) [insert company's name] ([Company]) [insert address of company] and [insert address of sponsor/nominated adviser] (the [ Sponsor OR Nomad ]) [insert date] Dear [insert name] [insert name of the company] (the Company) Open Offer of [up to] [insert number] ordinary shares of [insert nominal value] pence each in the capital of the Company at [insert price] pence per ordinary share [or insert other description of transaction] [I OR We] understand that the Company intends to make an open offer of [up to] [insert number] new ordinary shares of [insert nominal value] pence each at an offer price of [insert price] pence per share (the New Ordinary Shares) to its shareholders (the Open Offer) and to apply to the [Financial Conduct Authority for the New Ordinary Shares to be admitted to listing on the Official List and to the] London Stock Exchange plc (the LSE) for the New Ordinary Shares to be admitted to trading on [the LSE's main market for listed securities OR AIM] (Admission). [I OR We] further understand that the Open Offer will be made substantially on the terms and subject to the conditions set out in a prospectus to the Company's shareholders proposed to be despatched on or around [insert date] (the Prospectus [and that the Open Offer will be conditional on, among other things, the passing of the resolutions (the Resolutions) set out in a notice of

Heads of terms—private M&A—share purchase

Heads of terms—private M&A—share purchase Strictly private and confidential To: [Insert potential seller name] [Insert potential seller address] FAO: [insert name of relevant contact at the seller] Date: [insert date] Subject to contract Dear [insert name of relevant contact at the seller], Proposed acquisition of the entire issued share capital of [Insert target company name] Limited (the Company) from [Insert potential seller name] (the Seller) 1 Introduction 1.1 Further to our recent discussions, this letter sets out the principal terms and conditions upon and subject to which we, [Insert buyer name] or a member of our group of companies (the Buyer), propose to acquire the entire issued share capital of the Company (the Sale Shares) from the Seller (the Proposed Acquisition). Each of the Seller and the Buyer is a Party and together they are the Parties. 1.2 The terms in this letter are not exhaustive and[, with the exception of paragraphs [7.3,]8, 9, 10 and 11,] are subject to contract and not intended to be legally binding on the Parties. Neither Party shall be legally bound to proceed with the Proposed Acquisition unless and until a formal written share purchase agreement is entered into. 1.3 The terms of this letter are confidential to the Parties and their advisers and are subject to the confidentiality [letter OR agreement] between the Seller and Buyer dated [insert date] (the Confidentiality Agreement) in relation to the Proposed Acquisition, which

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What are the options for emergency equity fundraisings for listed companies in light of the coronavirus (COVID-19) pandemic?

What are the options for emergency equity fundraisings for listed companies in light of the coronavirus (COVID-19) pandemic? With the coronavirus (COVID-19) pandemic continuing to cause significant economic turmoil, many listed companies may need to raise funds quickly through equity capital fundraisings. Equity fundraisings can be split into two different types: pre-emptive offerings and non-pre-emptive offerings. In a pre-emptive offering, such as a rights issue or an open offer, shareholders are given the opportunity to subscribe in the fundraising pro-rata to their existing shareholdings. In a non-pre-emptive offering, such as a placing, shares are offered to selected investors and this will see the holdings of existing shareholders in the company diluted. The key types of secondary fundraisings which a listed company may consider in an emergency situation are discussed below. Placing In a placing, shares are usually offered to a selected group of institutional investors for cash. The placing is generally structured so that it falls within one of the exemptions from the requirement to publish a prospectus which saves time and cost. There is an exemption from the requirement to publish a prospectus in relation to an offer of shares to the public where shares are offered to qualified investors only or are offered to less than 150 persons. In addition, there is an exemption from the requirement for a prospectus for the admission of shares to a regulated

Having securities admitted to trading on a multilateral trading facility does not trigger the requirement for a prospectus to be published but will such admission of securities constitute an offer of securities to the public?

Having securities admitted to trading on a multilateral trading facility does not trigger the requirement for a prospectus to be published but will such admission of securities constitute an offer of securities to the public? Regulation (EU) 2017/1129 (the Prospectus Regulation) regulates when a company needs to publish a prospectus in connection with the issue of securities or admission of securities to trading on a stock market. There are two triggers for the requirement to publish a prospectus and these are: • when transferable securities are admitted to trading on an EEA regulated market, such as the Main Market of the London Stock Exchange, or • when transferable securities are offered to the public in an EEA Member State A multilateral trading facility (MTF) is not an EEA regulated market and, as you correctly point out, admission of securities to an MTF (such as AIM) in itself does not trigger the requirement for a prospectus. However, where there is an offer of transferable securities to the public in conjunction with the admission of those transferable securities to an MTF, the requirement for a prospectus may be triggered. Article 3(1) of the Prospectus Regulation sets out the requirement to publish a prospectus when securities are offered to the public. Article 2(d) of the Prospectus Regulation defines an ‘offer of securities to the public’ as being ‘a communication to persons in any form

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Restructuring & Insolvency weekly highlights—4 August 2022

This week’s edition of Restructuring & Insolvency weekly highlights includes: the coming into force of the Register of Overseas Entities, administration applications in the context of Russian sanctions (Re VTB Capital PLC), and the publication of the new Chancery Guide, plus a round-up of other news and cases for restructuring and insolvency professionals.

Corporate weekly highlights—4 August 2022

This week's edition of Corporate weekly highlights includes the latest publication in our Market Tracker Equity Capital Markets trend report series; it also covers developments in relation to the coming into force of the register of overseas entities (the making of the Economic Crime (Transparency and Enforcement) Act 2022 (Commencement No 3) Regulations 2022, SI 2022/876 and the publication of guidance by BEIS), the FCA’s new financial promotion rules, the FCA and FRC joint review of the TCFD disclosures by premium listed companies and the government’s response to the International Sustainability Standards Board drafts.

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