Marketing a initial public offer to QIBs in the United States of America—key considerations
Produced in partnership with Thomas Vita of Norton Rose Fulbright
Marketing a initial public offer to QIBs in the United States of America—key considerations

The following Corporate guidance note Produced in partnership with Thomas Vita of Norton Rose Fulbright provides comprehensive and up to date legal information covering:

  • Marketing a initial public offer to QIBs in the United States of America—key considerations
  • What is a Rule 144A tranche?
  • Including a Rule 144A tranche
  • Principal implications of including a Rule 144A tranche in a company's IPO
  • Due diligence exercise and verification procedures
  • Scope of disclosure in the prospectus
  • Financial information included in the prospectus
  • Underwriting documentation, comfort letters and legal opinions
  • Publicity restrictions
  • Deciding to add a Rule 144A tranche
  • more

Rule 144A has been in effect since April 1990. This Practice Note looks at the main legal considerations when deciding whether to include a so-called 'Rule 144A tranche' in a company's LSE Main Market initial public offer (IPO). It also looks at other matters that arise when a company is deciding whether to access the US market by offering and selling the shares to 'qualified institutional buyers' as defined in Rule 144A in connection with its LSE Main Market IPO.

What is a Rule 144A tranche?

There are a number of different ways for a company to extend the initial admission of its securities to listing on the Official List of the Financial Conduct Authority (FCA) and to trading on the main market for listed securities of the London Stock Exchange (Main Market) in the UK (initial public offer or IPO) to investors in the United States of America (US), eg by means of a public offering in the US (which structure is currently fairly rare) or by means of what is commonly referred to as a US private placement. See Practice Note: Adding a US tranche to a public offer.

In this Practice Note the words 'including a Rule 144A tranche' assume the company, through its underwriters (or more accurately their US affiliates) will seek