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

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:

  • Overseas company—UK selling restrictions
  • 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
  • Example selling restrictions
  • More...

Overseas company—UK selling restrictions

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 to protect the company from liability arising from any breach of UK or international securities laws.

The financial promotion regime and the prospectus regime in the UK protect investors by imposing restrictions on a company's offer of securities to potential investors. This Practice Note will take a look at both regimes and provides some example wording of selling restrictions which are typically used in documents relating to an offering of

Popular documents