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GLOSSARY

Open offer definition

Published by a LexisNexis Corporate expert

What does Open offer mean?

A buyer may raise capital for an acquisition from a further offer of its equity securities. This may take the form of a pre-emptive offer to its existing shareholders either through an open offer or a rights issue. An open offer is similar to a rights issue, pursuant to which shareholders are entitled to subscribe in cash for newly issued shares in proportion to their existing holdings. Unlike a rights issue, the shareholders have an entitlement rather than a tradable right to subscribe for new shares, so that they will not be allowed to sell the right to subscribe for the shares if they decide not to take up the offer.

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Share issues—key tax considerations

Share issues—key tax considerations This Checklist of key tax considerations relevant to share issues is in the form of a table. It covers: • issuer tax considerations, including: ◦ the implications of a share issue from a chargeable gains perspective ◦ the fact that a gain or a loss on a derivative contract is ignored if the contract hedges against the exchange rate risk in the context of a rights issue or an open offer where the issuer's functional currency differs from the currency in which its shares are denominated and therefore the proceeds are received ◦ the issuer's inability to deduct the costs and expenses of the share issue for corporation tax purposes, and ◦ the fact that a share issue is not a supply for VAT purposes, including an outline of the implication for the issuer's VAT recovery position • shareholder tax considerations, including: ◦ the cost of acquisition forming part of the shareholder's base cost for chargeable gains purposes ◦ the share pooling and identification rules for...

Allotment of shares and disapplication of pre-emption rights—listed company—checklist

Allotment of shares and disapplication of pre-emption rights—listed company—checklist STOP PRESS: 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. A new UK Listing Rules sourcebook came into force to implement the changes and the previous Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This Checklist reflects the listing regime as it was prior to 29 July 2024. The allotment and issue of shares is governed by statutory rules, which differ according to the type of company which is proposing the allotment (private or public, listed or unlisted) and whether that company has a single or multiple classes of shares. This checklist sets out...

Discover our 2 Checklists on Open offer

Privilege in financial remedy proceedings

Privilege in financial remedy proceedings This Practice Note considers the different types of privilege that may arise in financial remedy proceedings, including legal professional privilege and litigation privilege. It also provides guidance on the circumstances in which privilege may be waived, considerations as to disclosure to third parties, without prejudice communications and procedural issues. In financial proceedings there is an ongoing duty to provide full, honest and open disclosure. Such disclosure includes all material facts, documents and other information relevant to the issues in the case, together with any material changes after initial disclosure has been given. Solicitors owe their clients a duty to tell them in clear terms of this duty and of the possible consequences of breach of the duty which may include criminal sanctions under the Fraud Act 2006. Where a party resists disclosure on the basis of privilege, the onus is on that party to satisfy the court in that regard. The Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, do not specifically...

AIM Rules for Companies—Rules 20 to 26—Publication of documents, dealing policy, provision and disclosure of information, corporate action timetables and company information disclosure

AIM Rules for Companies—rules 20 to 26—Publication of documents, dealing policy, provision and disclosure of information, corporate action timetables and company information disclosure This Resource Note outlines the main provisions of Rules 20, 21, 22, 23, 24, 25 and 26 of the AIM Rules for Companies (AIM Rules), which deal with the publication of documents sent to shareholders, dealing policy, provision and disclosure of information, corporate action timetables and company information disclosure. It 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 20 to 26 of the AIM Rules. Material 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 •...

Discover our 37 Practice Notes on Open offer

Notice to Companies House of resolutions passed at a general meeting—open offer

Notice to Companies House of resolutions passed at a general meeting—open offer Company number: [insert number] The companies act 2006 Public company limited by shares ResolutionS of [Insert company name] PLC (the Company) At a general meeting of the Company duly convened and held on [insert date] the following resolutions were duly passed resolution[s] [numbered [insert numbers]] as [an] ordinary resolution [s] and resolution numbered [insert number] as a special resolution of the Company: ORDINARY RESOLUTION[S] 1 That the directors be generally and unconditionally authorised to exercise all the powers of the Company pursuant to and in accordance with section 551 of the Companies Act 2006 to allot shares in the Company and to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £[insert aggregate nominal amount] pursuant to the [Placing and] Open Offer. This authority shall expire (unless previously varied as to duration, revoked or renewed by the Company...

Capitalisation and indebtedness letter—secondary offers

Capitalisation and indebtedness letter—secondary offers [Print on letterhead of reporting accountants] The Directors [Insert name and address of company] and [Insert name and address of sponsor] [Insert date] Dear [insert name] [Insert name of company] (the Company): [Placing AND/OR Open offer AND/OR Rights issue] of [insert number] [insert class] shares of [insert nominal value] each In accordance with the terms of our engagement letter dated [insert date] we have carried out the procedures set out below with regard to the statement of capitalisation and indebtedness of the [Company OR Company's group] (the Statement of Capitalisation and Indebtedness) included in the Company's prospectus to be dated

Dive into our 22 Precedents related to Open offer

A financial consent order was sent to the court and refused on the basis that it was not considered to be a fair settlement for the husband. The wife seeks to enforce the original agreement and intends to make a notice to show cause application. Does the husband have grounds on which he can resile from the original agreement?

A financial consent order was sent to the court and refused on the basis that it was not considered to be a fair settlement for the husband. The wife seeks to enforce the original agreement and intends to make a notice to show cause application. Does the husband have grounds on which he can resile from the original agreement? The court has a full jurisdiction to approve or reject a financial remedy consent order representing the parties’ agreement (per section 33A of the Matrimonial Causes Act 1973 (MCA 1973) and the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, 9.26). However, the court is neither ‘a rubber stamp’ nor ‘a bloodhound’ or ‘forensic ferret’ (per Pounds v Pounds) and L v L). It is impossible to oust the jurisdiction of the court. The court conducts an independent assessment to enable it to discharge its statutory functions reflecting the criteria listed in the MCA 1973, s 25. The court will, however, be heavily influenced by what the parties have...

What is the regime on costs for an application to vary a school fees order? Do Calderbank or without prejudice save as to costs letters have any use?

What is the regime on costs for an application to vary a school fees order? Do Calderbank or without prejudice save as to costs letters have any use? CPR 44.2(2) provides that if the court decides to make an order about costs, the general rule is that the unsuccessful party will be ordered to pay the costs of the successful party (costs will ‘follow the event’), but the court may make a different order. The rule under CPR 44.2(2), ie that costs follow the event, is expressly excluded from family proceedings by the Family Procedure Rules 2010 (FPR 2010), SI 2010/2955, 28.2(1). FPR 2010, SI 2010/2955, 28.1 provides that the court may at any time make such order as to costs as it thinks just. The general rule, and starting point, under FPR 2010, SI 2010/2955, 28.3(5) is that in financial remedy proceedings the court will not make an order requiring one party to pay the costs of another party. This is known as the ‘no order...

See the 14 Q&As about Open offer

Lexis®PSL Corporate weekly highlights—23 March 2017

Welcome to the weekly highlights from the Lexis®PSL Corporate team for the week ending 23 March 2017, which provide news updates, a comprehensive list of dates for your diary and information about new content. This week’s edition features: analysis of the green paper on Corporate Governance Reform, Reporting on Payment Practices and Performance Regulations 2017, Limited Liability Partnerships (Reporting on Payment Practices and Performance) Regulations 2017, ESMA’s newly published tables on compliance with the Market Abuse Reuglation guidelines, the FRC’s risk and viability reporting project, HM Treasury’s consultation on the powers of the Office for Professional Body Anti-Money Laundering Supervision, and news that the EU (Notification of Withdrawal) Bill has been given Royal Assent. We have also published a new Practice Note, two new Precedents, a new Flowchart and 14 new Q&As.

State immunity lost due to acceptance of offer to arbitrate in BIT (Gold Reserve v Venezuela)

Arbitration analysis: Gold Reserve Inc (GRI) obtained an ex parte order from the English court for enforcement of an International Centre for Settlement of Investment Disputes (ICSID) award against Venezuela. Venezuela applied for the order to be set aside on grounds of state immunity on the basis that the state was not party to any arbitration agreement with GRI—Venezuela contended that GRI was not a qualifying investor pursuant to the terms of the bilateral investment treaty (BIT) between Venezuela and Canada. Teare J found that GRI was an ‘investor’ within the terms of the BIT and, as GRI had accepted the state’s open offer to arbitrate disputes under the BIT, Venezuela had waived its right to claim state immunity. Teare J also found that GRI failed in its obligation of full and frank disclosure when seeking the order for enforcement but, in the circumstances, the appropriate remedy was in costs, not setting aside the order.

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