Secondary offer Definition

GLOSSARY

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What does Secondary offer mean?

Where a listed company wishes to raise capital, eg for working capital purposes or to fund an acquisition, it may make a further offer of its equity securities. The structure of such offer may take the form of a rights issue (ordinary or trombone), an open offer, or a placing (cash, cash box or vendor).

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Legal and regulatory developments in Equity Capital Markets 2019

Legal and regulatory developments in Equity Capital Markets 2019 Background and approach This review looks at legal and regulatory developments in the sphere of equity capital markets (ECM) in 2019 and forms part of our annual trend report which aims to provide insight into the current dynamics of ECM activity in the UK. The other parts of our 2019 trend report comprise: • IPOs in 2019—Main Market and AIM • Secondary Offers in 2019—Main Market and AIM • Standard listings in 2019 • Risk factor disclosure in 2019 IPOs Brexit The UK entered an implementation period on 31 January 2020 during which existing EU laws continue to apply to the UK. The listing, prospectus and transparency regimes that apply in the UK (and are largely derived from EU law) continue to apply in the implementation period in the same way as before Brexit. However, UK representatives will no longer be permitted to participate in EU institutions and other bodies. The Financial Conduct Authority (FCA) is therefore no longer...

Market Tracker—key features and user guide

Market Tracker—key features and user guide To access the Market Tracker corporate deal data analysis tool, click here. Alternatively click the link in the Tools menu under the Key Resources tab on the Corporate homepage. In-house Advisor subscribers can click the link in the Tools menu under the Key Resources tab on the In-House Advisor homepage. Key features Market Tracker is a corporate transaction analysis product. At its heart is a deal data analysis tool which allows users to locate, analyse and compare data in relation to key aspects of public company corporate transactions. Market Tracker covers 14 transaction or ‘deal' types, including takeovers, initial public offerings (IPOs) and secondary offers. Market Tracker’s key features are: • detailed, searchable summaries of the latest public company transactions, containing narrative and key data points extracted by our Market Tracker team from company announcements made on the London Stock Exchange Regulatory News Service • a comprehensive and fully searchable library of company announcements/transaction...

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Board minutes—secondary offers—placing and/or open offer—impact

Board minutes—secondary offers—placing and/or open offer—impact Company number: [insert number] [Insert company name] PLC Minutes of a meeting of [a committee of] the board of directors (Meeting) of [insert full name of company] plc (Company) Held at [insert place of meeting] On [insert day, month and year of meeting] at [insert time of meeting][am OR pm] Present: [Insert names of the director(s) physically present][[Insert names of any directors present by remote means (unless such means are specifically excluded by the Company’s articles of association] (by [insert mean of attendance for each director attending remotely])] [ In attendance: ] [[Insert name of anyone in attendance, who does not count towards the quorum for the Meeting (eg the company secretary, any legal advisers)]] [ Apologies: ] [[Insert names of any directors who are unable to attend the Meeting]] 1 Chair, notice and quorum [Insert name] was appointed the Chair of the Meeting. It was reported that proper notice of the Meeting had been given...

Skeleton verification notes—secondary offers

Skeleton verification notes—secondary offers VERIFICATION NOTES These are verification notes relating to the prospectus (the Prospectus) to be issued in connection with the proposed [placing OR placing and open offer OR rights issue] (Capital Raising) of [up to][insert number] new [insert class] shares of [insert nominal value] each (the Shares) of [insert name of the Company] and the application for admission of the Shares to [listing on the Official List of the Financial Conduct Authority (the FCA) and trading on London Stock Exchange plc's main market for listed securities (the Main Market) OR trading on AIM.)]. These Verification Notes (the Notes) have been prepared by [insert details of Company's solicitors] for the purposes of protecting the Company, the directors of the Company (the Directors)[, the Proposed Directors of the Company (the Proposed Directors)] and others concerned with the Capital Raising and the preparation of the Prospectus relating to the application for the Shares to be admitted to ...

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Does a secondary offer have to be made by way of a pre-emptive offer of shares to existing shareholders?

Does a secondary offer have to be made by way of a pre-emptive offer of shares to existing shareholders? The most common types of secondary issue in the UK are rights issues, open offers and placings. Rights issues and open offers are pre-emptive public offers meaning that existing shareholders are given the right to participate in the offer pro rata to their existing shareholdings. Existing shareholders therefore have the opportunity to benefit from any discount to market price at which the new shares are offered and to avoid a dilution of their shareholdings. In contrast, placings are issues of new shares to selected subscribers only and existing shareholders are not given the right to participate (although major shareholders may often be included among the placees). For this reason greater restrictions are placed on the amount of new shares that may be issued and the discount at which they may be acquired. Placings are usually structured so that a prospectus is not required and the process may take place...

What is a 'pathfinder' or 'path-range' prospectus?

What is a 'pathfinder' or 'path-range' prospectus? A 'pathfinder' or 'path-range' prospectus is a draft prospectus that is issued before the final prospectus (approved by the Financial Conduct Authority (FCA)), is published. It is typical for the pathfinder to have an indicative price range within which the final offer price will usually be determined. In the US, the pathfinder is usually referred to as a 'red-herring' or 'red' prospectus. A pathfinder is used in order to assess the level of demand in the market for the securities on offer. This is achieved by distributing the pathfinder to prospective investors during roadshows and the book-building exercise. While the pathfinder does not require the FCA's approval, it is usual practice for the pathfinder to be close to final version of the prospectus and for it to have therefore gone a substantial way through the FCA's review process. Content The pathfinder contains most of the information that you would expect to find in the final prospectus, subject to certain exceptions....

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Trends in UK Equity Capital Markets H1 2023—Market Tracker Insights Report

Corporate analysis: Our Market Tracker ECM insights report reviews IPO and secondary offer activity on the Main Market and AIM between 1 January 2023 and 30 June 2023 (H1 2023).The report is accompanied by video analysis from Bird & Bird and CMS.

Corporate weekly highlights—8 June 2023

This week's edition of Corporate weekly highlights includes publication of a Market Tracker trend report looking at trends in UK equity capital markets in 2022. It also includes the announcement by the European Parliament of its position on the draft Corporate Sustainability Due Diligence Directive, the publication by the UKGBC of a report addressing climate-based risks for physical assets, as well as the publication by the EBA, EIOPA and ESMA of progress reports on the rise of greenwashing in the financial sector. The highlights additionally cover the consideration by the House of Lords of House of Commons amendments to the Retained EU Law (Revocation and Reform) Bill, as well as the Financial Services and Markets Bill House of Lords report stage.

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