Capital that is used to finance companies in the form of ordinary share capital as opposed to debt finance. The term is also sometimes used to describe preference shares or subordinated loan capital contributed by equity investors (commonly known as quasi-equity) to distinguish it from third party debt.

ARCHIVED: This report on Trends in UK Equity Capital Markets reviews ECM activity in respect of IPOs and secondary fundraisings on both the Main Market and AIM. The report analyses data from 2016 through to 2018 and looks at legal and regulatory developments in 2018 and the first quarter of 2019. The report also takes an in-depth look at the current hot topics in this area, including the effect of recent reforms to the Main Market IPO process, market volatility and the impact of Brexit. Highlights of the report: • a three-year comparison of IPO and secondary offering activity on the Main Market and AIM, with a focus on transaction volume, gross proceeds and market capitalisation • analysis of the headline IPOs during 2018 • industry sector review, summarising emerging

ARCHIVED: Lexis+® UK Corporate and Market Standards conducted research to examine market trends in respect of ECM transactions in 2019, using 2018 and 2017 ECM transactions for comparative purposes. A total of 233 IPOs (131 on the Main Market and 102 on AIM) and 522 secondary offers (289 on the Main Market and 233 on AIM) were reviewed. For our research on standard listings we looked at the 22 companies listing on the standard segment of the Official List in 2019 (by way of IPO, introduction or transfer from AIM). Our review of risk factor disclosure looked at 38 prospectuses (relating to 2019 IPOs or new admissions to the Market Market) and 10 AIM admission documents. Topics included in this report IPOs in 2019—Main Market and AIM • IPO deal volume—three-year comparative view and month-by-month analysis • IPO market capitalisation and gross proceeds—three-year comparative view and month-by-month analysis • Industry sector focus • Analysis of country of incorporation and operation • Case studies of the biggest IPOs in 2019 Secondary Offers in 2019—Main Market and AIM • Transaction

ARCHIVED: The Market Standards trend report examines UK equity capital markets (ECM) activity and looks at transactions during 2020, using 2018 and 2019 for comparative purposes. It reviews a total of 597 transactions on the London Markets: 174 initial public offers (IPOs) and 423 secondary offers. The report provides analysis and commentary on current and emerging trends in this area and includes insight into what we might expect to see in 2021 and beyond. What does the Market Standards trend report cover? Topics covered include: • a three-year comparative overview of Main Market and AIM transaction volume, market capitalisation and gross proceeds • key 2020 transactions in focus, including The Hut Group’s £5.8bn dual-class share structure IPO, three £1bn+ GDR offerings from Chinese companies on the Shanghai-London Stock Connect, Aveva’s £2.8bn rights issue and Compass Group’s £2bn cash box placing and retail offer • detailed industry sector analysis for IPOs and secondary offers • an overview of the geographic regions fuelling ECM activity • IPO transaction statistics, including information on underwriting and lock-up agreements

This Practice Note provides a brief introduction to the equity and incentive compensation plans and agreements that US startups often use to attract and retain key personnel. Although it is written with a focus on US companies, many of the issues raised in it are also relevant to a non-US company in the early stages of its development. To effectively advise US startups, and the investors that frequently finance them, it is imperative to understand startup equity and incentive compensation structures, and why and how they may differ from those offered by more mature companies. The following is a general discussion of compensation practices of investor-backed, Kickstarter-funded, and bootstrapped startup enterprises, where the founders’ intended trajectory is to quickly grow the company (and its value) in the hopes of an exit or liquidity event via an initial public offering (IPO) or sale. It is a world of short- to mid-term time horizons where investors (and founders and senior executives) demand significant growth and substantial returns. This

This Checklist provides best practices and considerations for private employers on how to draft equity award grants of stock options, stock appreciation rights (SARs), and restricted stock units (RSUs) to comply with or be exempt from the requirements of the US Internal Revenue Code (IRC) Section 409A and the regulations issued thereunder (‘Section 409A’). This checklist addresses Section 409A and does not cover all potential state and local tax distinctions. For more information about the application of Section 409A to stock options, stock appreciation rights (SARs), and restricted stock units (RSUs), see Practice Note: Understanding US non-qualified deferred compensation arrangements and Internal Revenue Code Section 409A. Section 409A General Rules Section 409A governs the federal tax treatment of a wide variety of nonqualified deferred compensation arrangements where compensation is payable in a later taxable year than the year in which the right to receive the compensation arises. This includes many equity incentive grants, like an option or SAR grant or a grant of RSUs, unless an exception applies. Drafting section 409A—exempt stock option and SAR

ARCHIVED: This archived trend report, Trends in UK Equity Capital Markets, examines the current dynamics of ECM activity in respect of IPOs and secondary fundraisings on both the Main Market and AIM. The report reviews data from 2015 through to 2017 and market activity in the first quarter of 2018. Highlights of the report: • analysis and comparison of ECM activity on the Main Market and AIM • spotlight on the headline IPO and secondary offering transactions over the past three years • a three-year comparative overview of transaction volume, gross proceeds and market capitalisation in both IPOs and secondary offers • geographical trends in new listings and a comparison of country of incorporation and country of operation • industry

ARCHIVED: This archived Market Standards Trend Report provides an insight into the dynamics and trends of

A Term Definition ABI See Association of British Insurers. Accelerated bookbuild or ABB A way of placing shares with investors in a short space of time once the announcement of the proposed fundraising has been released with little or no marketing. Legally binding commitments to take up shares are received by the broker/investment banks from investors over the telephone once the announcement of the fundraising has been made and the fundraising is usually closed on the same day it was announced. Admission In general, the admission of securities to trading on an exchange. The term is usually used more specifically to mean (1) the admission of securities to trading on AIM or (2) the admission of securities to trading on the Main Market and to listing on the Official List.See also admission to listing and admission to trading. Admission and disclosure standards The rulebook published by the London Stock Exchange for companies with securities admitted to trading on the London Stock Exchange’s markets (other than AIM)

A clause present in deal documentation that reserves a percentage or fixed amount of preferred proceeds for a particular holder. The carve-out can be assigned any seniority and thus any position within the preference distribution stack.

[On letterhead of the Investor] Strictly private and confidential To: The Shareholders of [insert target name][insert address] (Sellers) From: [insert Investor name] of[insert address]in its capacity as manager of[insert Fund names](respectively Investor and Equity Investors) Date: [insert date] Dear Sellers, Sale of [insert name and registered number of company] (Company) 1 We refer to the sale and purchase of the entire issued share capital of the Company by [insert name of newco] Limited (Buyer) on the terms of a sale and purchase agreement between the Sellers and the Buyer to be entered into on the date of this letter (SPA). Unless otherwise provided, the terms used in this letter are as defined in the SPA. 2 In consideration of the Sellers entering into the SPA: 2.1 The Investor undertakes on behalf of the Equity Investors to the Sellers: 2.1.1 that, subject to: (a) fulfilment of the Condition[s] contained in clause[s] [insert clause[s]] of the SPA; [and] (b) the SPA not having been terminated in accordance with its terms; [and] (c) [the Buyer having drawn down the [facility OR facilities] available to it under the Facility Agreement on or prior to Completion [subject only to satisfaction of the condition precedent

Clause enabling equity holders to cure a covenant default and so prevent enforcement by lenders.