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GLOSSARY

Ordinary business definition

Published by a LexisNexis Corporate expert

What does Ordinary business mean?

Matters undertaken at the general meeting (particularly the agm) of a company. Since the overhaul of the listing Rules from 1 July 2005, the term 'ordinary business' is used without specific definition. Under previous editions of the Listing Rules an exhaustive list of resolutions considered to be 'ordinary business' at the AGM of a listed company were set out, including matters such as receiving or adopting accounts, and declaring a dividend. Instead the FCA expects the term to cover any resolution that companies would regularly seek approval for at their AGMs. Listed companies must make their own judgements about what they would consider to be ordinary business, with reference to their articles of association which may make a distinction between ordinary and special business.

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UK Listing Rules (UKLR) listing categories—comparison of eligibility requirements and key continuing obligations

UK Listing Rules (UKLR) listing categories—comparison of eligibility requirements and key continuing obligations This checklist compares the eligibility requirements and key continuing obligations under the UK Listing Rules (UKLR) for a listing of equity shares in the following listing categories of the Official List: equity shares (commercial companies), equity shares (international commercial companies secondary listing), equity shares (shell companies) and equity shares (transition). It also considers the key continuing obligations under the Disclosure Guidance and Transparency Rules (DTR). Eligibility requirements Equity shares (commercial companies) Equity shares (international commercial companies secondary listing) Equity shares (shell companies) Equity shares (transition) Applicant duly incorporated/ validly established/operating in conformity with constitution YesUKLR 3.2.1R YesUKLR 3.2.1RIn addition:—applicant must be an overseas company, UKLR 14.2.1R, and—place of central management and control must be in country of incorporation/country of qualifying home listing, UKLR 14.2.4R YesUKLR 3.2.1R N/A as category closed to new applicants Securities to conform with laws/duly authorised YesUKLR 3.2.2R YesUKLR 3.2.2RShares must have qualifying home listing and be capable of being traded on...

Listed company share buybacks (on-market)—checklist

Listed company share buybacks (on-market)—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. A limited company may buy back its own shares, if certain conditions set out in the Companies Act 2006 (CA 2006) are met. This is known as a share buyback or a purchase of own shares. In addition to the provisions of the CA 2006, there are other rules and...

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Pre-emption rights on allotment—fundamentals

Pre-emption rights on allotment—fundamentals Pre-emption rights give each of a company's shareholders a mechanism to protect themselves from the dilution of their percentage shareholding in the company, where that may result from an allotment of equity securities. There are statutory pre-emption rights, which are set out in the Companies Act 2006 (CA 2006), as well as pre-emption rights set out in the UK Listing Rules (the UKLRs), which apply to a company with a listing of equity shares in the equity shares (commercial companies) category. It is important to give careful consideration to the scope of these pre-emption rights, as a company must ensure that it complies with them, to the extent that they have not been disapplied, modified or excluded. There may also be pre-emption rights set out in a company’s articles of association or any shareholders’ agreement to which the company is a party, which must be complied with to the extent that they have not been disapplied, waived or removed. For information on how pre-emption rights apply...

Tax—types of distribution—dividends

Tax—types of distribution—dividends As further explained in Practice Note: Scope of distributions for tax purposes, distributions can be divided into four categories: • dividends—encompassing paragraph A and explained further in this note • transfers of assets or liabilities—encompassing paragraphs B and G and explained further in Practice Note: Tax-types of distribution—transfers of assets and liabilities • interest recharacterised as a distribution—encompassing paragraphs E and F and explained in further detail in Practice Notes: Types of distribution—interest recharacterised as a distribution: non-commercial securities and Types of distribution—interest recharacterised as a distribution: special securities, and • bonus issues of shares or securities—encompassing paragraphs C, D and H and explained in further detail in Practice Note: Types of distribution—bonus issues Paragraph A—dividends The first type of distribution is any dividend paid by the company, including a capital dividend. In order to determine whether a particular payment or transaction falls within this paragraph, it is necessary to understand the meaning of 'dividend' and 'paid'. Paragraph A makes no reference...

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Explanatory statement for a restructuring plan

Explanatory statement for a restructuring plan This document is important and requires your immediate attention If you are in any doubt as to any aspect of this proposal or as to the action you should take, you should consult your professional adviser without delay. Further copies of this document and the enclosed voting forms can be obtained from the address listed on page [insert number]. [they may also be downloaded and printed from the website [insert website address]]. Proposal in relation to restructuring plan Pursuant to Part 26A of the Companies Act 2006 Between [Insert Company name] And its creditors/members (as defined in the restructuring plan) The meeting[s] of Creditors/Members to consider the restructuring plan (the Meeting[s]') will be held [[at insert address] OR virtually by telephone/webinar OR on [insert date] . The meeting[s] will commence at [insert time] London time. Notice of the meeting[s] is set out in Appendix 5 to this document. The action required to be taken by...

Consent protocol (light touch administration)

Consent protocol (light touch administration) UNDER PARAGRAPH 64 OF SCHEDULE B1 TO THE INSOLVENCY ACT 1986 Pursuant to paragraph 64 of Schedule B1 to the Insolvency Act 1986 (IA 1986), [insert names of the administrators] (the Joint Administrators), the joint administrators of [insert name of company] (the Company), hereby consent to the exercise of the powers set out below by the directors of the Company (the Directors). The Joint Administrators have only provided their consent to the exercise of these powers on the basis that they have certified that the administration is reasonably likely to achieve the rescue of the Company as a going concern. The Joint Administrators are also reasonably satisfied that the Company has sufficient funding to pay essential key post-administration costs such as rent, employee salaries, utilities and suppliers on an ongoing basis. The Joint Administrators do not consent to the exercise of any other powers by the Directors, although they remain willing to consider any additional requests for further consents...

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