Open offers

Produced in partnership with James Ufland of Slaughter and May and Chris McGaffin of Slaughter and May
Practice notes

Open offers

Produced in partnership with James Ufland of Slaughter and May and Chris McGaffin of Slaughter and May

Practice notes
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This Practice Note focuses on the key aspects of open offers and the matters that require consideration when an open offer is being carried out by a company either:

  1. •

    admitted to listing on the official list (Official List) of the Financial Conduct Authority (FCA) and to trading on the main market for listed securities of the London Stock Exchange (LSE) (Main Market) (listed company), or

  2. •

    admitted to trading on AIM, a market operated by the LSE (AIM company)

(both a listed company and an AIM company being a company).

It does not cover placings or rights issues. For information on these transactions see Practice Notes: Placings, A guide to cash box placings, Rights issues—key considerations and Rights issue—procedure for a listed company.

What is an open offer?

An open offer is:

  1. •

    an offer made by a company to existing shareholders

  2. •

    to subscribe for or purchase new shares (or other securities) for cash

  3. •

    in proportion to their holdings, ie a pre-emptive offer

The offer

James Ufland
James Ufland

James is an Associate at Slaughter and May and advises on a range of corporate and commercial matters. His experience includes advising FTSE 100 companies on equity capital markets matters.

Chris McGaffin
Chris McGaffin

Chris is a partner at Slaughter and May, with a broad corporate practice including public takeovers, private M&A and equity capital markets. Chris spent six months as an investment banker on secondment at Barclays Capital in 2011.

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Jurisdiction(s):
United Kingdom
Key definition:
Open offer definition
What does Open offer mean?

A buyer may raise capital for an acquisition from a further offer of its equity securities. This may take the form of a pre-emptive offer to its existing shareholders either through an open offer or a rights issue. An open offer is similar to a rights issue, pursuant to which shareholders are entitled to subscribe in cash for newly issued shares in proportion to their existing holdings. Unlike a rights issue, the shareholders have an entitlement rather than a tradable right to subscribe for new shares, so that they will not be allowed to sell the right to subscribe for the shares if they decide not to take up the offer.

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