The following Banking & Finance practice note provides comprehensive and up to date legal information covering:
Convertible and exchangeable securities are types of equity-linked debt securities. They confer a right on the investor to convert its debt into equity (ie shares) of the issuer or to exchange its debt for equity in another company. This Practice Note deals mainly with transactions where both the securities and the exchange or conversion shares are tradeable and listed.
They are also called 'hybrid securities' because they share characteristics of both debt and equity (see Debt securities and equity compared).
The main difference between a convertible security and an exchangeable security is:
convertible securities give the investor the right to convert its debt into new equity of the issuer or a group company, or sometimes into existing shares in the issuer which the issuer holds itself (treasury shares), whereas
exchangeable securities give the investor the right to exchange its debt for existing shares held by the issuer in a third party
The issuer is usually also entitled to elect to pay a cash amount (the cash alternative) instead of delivering shares upon the exercise of conversion or exchange rights. The cash alternative is equal to the market value of the shares which would otherwise have been delivered to the holders of the debt securities.
The holder's right to convert or exchange the security into shares or to receive the cash alternative is effectively
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Criminal offences are generally divided into two categories: •conduct crimes, and •result crimesA conduct crime is a crime where only the forbidden conduct needs to be proved. For example, an accused is guilty of dangerous driving if they drove a motor vehicle dangerously on a road or other public
This Practice Note considers the doctrine of forum non conveniens, also referred to as the appropriate forum or the proper place for a dispute to be determined. This doctrine is of relevance when determining whether the courts of England and Wales have jurisdiction to hear a dispute and is applied
Definition of automatismAn act is done in a state of automatism if it is done by the body without control by the mind, (eg it is a spasm or a reflex), or if it is done by a person who is not conscious of what they are doing. The act may be described as involuntary, but will not be regarded as such
Brexit: The UK's departure from the EU on exit day ie Friday 31 January 2020 has implications for practitioners dealing with provisions in the CPR relevant to cross border matters, including CPR 5.4C (discussed below). For guidance on the impact of Brexit on the CPR, see Cross border
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