Overseas company—UK selling restrictions
Produced in partnership with Maegen Morrison and Danette Antao of Hogan Lovells
Overseas company—UK selling restrictions

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

  • Overseas company—UK selling restrictions
  • Brexit impact
  • What are the purpose of selling restrictions?
  • An overview of the UK's financial promotion regime
  • What is a financial promotion?
  • Financial promotion regime—exemptions
  • An overview of the prospectus regime
  • The prospectus regime—exemptions
  • Pathfinders and advertisements
  • US and overseas selling restrictions
  • more

Brexit impact

The UK prospectus and listing regime may be affected by Brexit. For the purposes of this note, the main changes relate to the domestication of the current prospectus regime and amendment of deficiencies in retained EU law relating to the prospectus regime to ensure that it operates effectively after Brexit.

For further details of its impact see Practice Note: Brexit—UK listing and prospectus regime.

What are the purpose of selling restrictions?

Investing in financial products, such as equity securities (eg shares), can be complex and the outlook of the investments may be uncertain, particularly for inexperienced investors. It is likely that investors will rely on the information that they receive from promotional material and offer documents when making their investment decisions.

Companies wishing to sell their shares to UK investors must comply with certain UK laws. However, a company may not have full control over the distribution of information relating to its offering, or the recipients of such information and consequently, it may inadvertently fall foul of domestic and international securities laws. It is, therefore, necessary for the offer documents and related promotional material to contain appropriate selling restrictions to warn potential investors of the legal constraints of the offer (such as setting out the intended offerees and jurisdictions in which the offer will take place) in order