A guide to cash box placings
Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells
A guide to cash box placings

The following Corporate practice note Produced in partnership with Danette Antao of Hogan Lovells and Maegen Morrison of Hogan Lovells provides comprehensive and up to date legal information covering:

  • A guide to cash box placings
  • The cash box structure
  • Summary, key documentation and timeline of a cash box placing
  • Step 1—establish Cashbox Co
  • Step 2—subscription and transfer agreement
  • Step 3—placing
  • Step 4—redemption of preference shares
  • Why use a cash box structure?
  • Pre-Emption Group's Statement of Principles 2015
  • Prospectus Regulation Rules
  • More...

This Practice Note explains the cash box structure and the principles behind its use in connection with a proposed placing by a public limited company incorporated in the UK admitted to listing on the Official List of the Financial Conduct Authority (FCA) and to trading on the Main Market of the London Stock Exchange (Main Market). This Practice Note is equally applicable to a public limited company incorporated in the UK which is admitted to trading on AIM if a cash box structure for a placing is used.

Brexit

The operation of the UK listing and prospectus regime may be affected by Brexit. For further details, see Practice Note: Brexit—UK listing and prospectus regime.

Coronavirus (COVID-19): following the COVID-19 outbreak, the Pre-Emption Group has temporarily relaxed its position on non-pre-emptive issues by premium listed companies and encourages investors to support on a case-by-case basis non-pre-emptive issues of up to 20% of issued share capital. Initially this was only until 30 September 2020 but was extended to 30 November 2020. For further details see LNB News 01/04/2020 58, LNB News 04/09/2020 67 and Practice Note: Pre-emption rights—listed companies.

The cash box structure

The following diagram illustrates in summary how a cash box structure operates in connection with a placing:

The cash box structure works as follows:

  1. Cashbox Co is established as a subsidiary of PLC with two classes of shares—ordinary shares

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