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Listing requirements and continuing obligations—premium listing and standard listing—prior to 29 July 2024

Listing requirements and continuing obligations—premium listing and standard listing—prior to 29 July 2024 A significant restructuring of the UK listing regime came into effect on 29 July 2024 which included the removal of the premium and standard listing segments and the creation of a single listing category for equity shares in commercial companies. The commercial companies category is heavily disclosure-based and sits alongside other listing categories such as the shell companies, secondary listing and closed ended investment fund categories.  The UK Listing Rules sourcebook came into force to implement the changes and the Listing Rules sourcebook was revoked. For further information see Practice Note: Reform of the UK listing regime—fundamentals. This checklist reflects the listing regime prior to 29 July 2024 and has been retained for reference purposes. This checklist compares the listing requirements and key continuing obligations that previously applied to a commercial company with a listing of equity securities on the premium and standard listing segments prior to 29 July 2024. Requirements for listing—prior to 29 July 2024...

Significant transactions—checklist for announcements

Significant transactions—checklist for announcements This checklist sets out the information that must be notified to a regulatory information service (RIS) by a company listed in the equity shares (commercial companies) category in relation to a significant transaction as provided in UKLR 7.3 of the UK Listing Rules (UKLR). A significant transaction under the UKLR is a transaction where any percentage ratio is 25% or more. Initial disclosure requirements—UKLR 7.3.1R The following information must be notified to a RIS as soon as possible after the terms of a significant transaction are agreed: UKLR reference Details UKLR 7.3.1R (2)(a) Statement as to why the transaction is notifiable under UKLR 7. UKLR 7.2.13G (4) Where the notification relates to aggregated transactions, an explanation as to why the transactions have been aggregated, having regard to whether UKLR 7.2.11R (1)(a), (1)(b) or (1)(c) applies. UKLR 7.3.1R (2)(b) Overview of the transaction and the company’s reasons for entering into it, including the information below. UKLR 7 Annex 2, 1.1 R (1) Details of the transaction, including...

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Listing debt securities in London—flowchart

Listing debt securities in London—flowchart This flowchart assumes that the issuer: • has issued debt

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Bonds and notes

The terms ‘bonds’ and ‘notes’ are used interchangeably (and there is no legal difference between the terms), though notes tend to be issued either continuously or intermittently with shorter maturities (under three years) and bonds issued in a discrete large offering with a longer maturity. For an introduction to the debt capital markets generally, see Practice Notes: Key features of the debt capital markets and Introductory guide to the debt capital markets.Characteristics and motivation of bondholdersTypically bonds will be held by a wide range of investors based in various jurisdictions across the world. Bondholders tend to be institutional or private lenders and may include pension funds, insurance companies, investment funds, governments and large corporate entities.Bonds are freely traded on the open market and this ease and frequency of trading means that it is more difficult to identify and communicate with a diverse and rapidly changing bondholder group during a restructuring than with a bank group. It is often harder to predict how bondholders will react, especially if they are not...

JIBFL articles

JIBFL articles Relevant articles The Journal of International Banking and Finance Law includes many useful articles on and related to MiFID which can be linked to from this page. These articles are only available to Lexis®Library subscribers. Date Article Brief description of article 1 May 2018 ‘The enforcement of basic norms of commerce and of fair and honest dealing’: holding banks to higher standards (Part Two) (2018) 5 JIBFL 294 In this article, Gerard McMeel continues the discussion of when a bank is a ‘fiduciary’, focusing on policy arguments favouring enhanced standards of behaviour for financial intermediaries. 1 April 2018 The English law rights of investors in Initial Coin Offerings (2018) 4 JIBFL 214 In this article, the authors consider, as a matter of English law, the rights and liabilities of parties to an Initial Coin Offering. 1 April 2018 Do the FCA's Principles for Business require a firm to give the best advice? (2018) 4 JIBFL 246 In this article, the author considers whether...

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Regulation D-Rule 506(d)-bad actor disqualification questionnaire (US IPO)

Regulation D-Rule 506(d)-bad actor disqualification questionnaire (US IPO) This Questionnaire is being furnished to you in connection with an offering (the Offering) of securities by [insert company name] (the Company), under the Securities Act 1933, Rule 506 (the Securities Act). Important Note: Please answer every question. If your answer to a question is ‘Yes’, please provide details in the explanation. Unless otherwise stated, your answers should be given as of the date you sign the Questionnaire. Some questions reference the 'date of the sale' of the securities, which is currently expected to be on or about [insert date]. If your answers to these questions change after the date you return the Questionnaire, you must notify the Company immediately. Please note that certain questions are necessarily broad in scope, so if you have doubts regarding whether something should be included in your response please err on the side of over-inclusion. The Company may have additional follow-up questions for you in connection with the Offering. Once you have...

Financial reporting procedures letter—AIM

Financial reporting procedures letter—AIM [Print on letterhead of reporting accountant] The Directors [Insert name and address of issuer] and [Insert name and address of nominated adviser] [Insert date] Dear [insert text] [Insert name of issuer] (the Company): Application for admission to AIM — Financial Reporting Procedures We refer to the attached report on financial reporting procedures dated [insert date] prepared by the directors of the Company, addressed to the nominated adviser confirming that the directors of the Company have established procedures which provide a reasonable basis for them to make proper judgments as to the financial position and prospects of the Company [and its

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In relation to promissory notes, is it possible to record the discharge of the note obligations in manuscript on the note itself? Does the release wording need to acknowledge the manner in which the note obligations were discharged? Would an agreement for the note obligations to be transferred to a specific party and discharged by way of set-off undermine their legal status as promissory notes?

In relation to promissory notes, is it possible to record the discharge of the note obligations in manuscript on the note itself? Does the release wording need to acknowledge the manner in which the note obligations were discharged? Would an agreement for the note obligations to be transferred to a specific party and discharged by way of set-off undermine their legal status as promissory notes? We refer you to the following which you may find useful for your purposes. • Bills of Exchange and Promissory Notes (2000) 5 JIBFL 168 As the above article discusses, many instruments which are called a promissory note fail to meet the statutory criteria for being a promissory note eg because there is a floating rate of interest or other payment obligation which makes the amount to be paid by the obligor not a sum certain. See section 83 of the Bills of Exchange Act 1882 (BEA 1882). If any provision of the instrument takes the instrument outside of the definition...

Where there are loan notes that are convertible to equity on a company entering administration, would the administration moratorium prevent the conversion? Does it make a difference whether the loan note provides for automatic conversion to equity or at the option of the holder?

Where there are loan notes that are convertible to equity on a company entering administration, would the administration moratorium prevent the conversion? Does it make a difference whether the loan note provides for automatic conversion to equity or at the option of the holder? The procedure to convert convertible loan notes is usually set out in the convertible loan note instrument under which the notes are issued. Conversion is usually triggered (i) automatically on the occurrence of specified trigger event, or (ii) at the option of the noteholder following the occurrence of specified events. Typically, in the latter case, the noteholder will be required to serve notice on the issuer (a conversion notice) that requires the loan notes to be converted. A form of conversion notice will typically be included as a schedule to the convertible loan note instrument. The exact procedure should be checked in the loan note documentation. For more information, see Practice Note: Loan notes—fundamentals—How do you convert convertible loan notes? When a company is put into...

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MiCA: ESMA publishes final RTS and guidelines

The European Securities and Markets Authority (ESMA) has published the final package of regulatory technical standards (RTS) and guidelines ahead of the entry into force of the Markets in Cryptoassets Regulation (EU) 2023/1114 (MiCA) on 30 December 2024. The guidelines will apply three months after the publication of their translations into the official EU languages on ESMA’s website. The final reports with the draft RTS have been submitted to the European Commission for adoption.

Commission adopts MiCA Delegated Regulation on RTS specifying adjustment of own funds requirement and minimum features of stress testing programmes of issuers of ARTs or of EMTs

The European Commission has adopted a Delegated Regulation with regard to regulatory technical standards (RTS) specifying adjustment of own funds requirement and minimum features of stress testing programmes of issuers of asset-referenced tokens (ARTs) or of e-money tokens (EMTs) under the Markets in Cryptoassets Regulation (Regulation EU) 2023/1114) (MiCA).

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[102A Meaning of “securities” etc]

[(1)     This section applies for the purposes of this Part.(2)     “Securities” means (except in section 74(2) and the expression “transferable securities”) anything which has been, or may be, admitted to the official list.(3)     “Transferable securities” means anything which is a transferable security for the purposes of [the markets in financial instruments [regulation]], other than money-market instruments for the purposes of that [regulation] which have a maturity of less than 12 months.[(3A)     “Debt securities” means bonds or other forms of transferable securitised debts, with the exception of—(a)     transferable securities which are equivalent to