Rights Issues and Other Secondary Issues

An introduction to the CREST electronic settlement system and to the holding of shares in CREST.

An examination of the issues arising when handling open offer acceptances through CREST systems.

This practice note gives an overview of direct taxes in the UK tax regime. It covers income tax, corporation tax and capital gains tax. It discusses the principles of calculation, rates, payment and compliance, and reliefs (such as capital allowances and research and development (R&D) relief).

A table showing the main items covered in the UKLA technical and procedural notes published in the UKLA Knowledge Base.

This note provides access to know-how relating to Chapter 11 of the Listing Rules (LR 11), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 2 of the Listing Rules (LR 2), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This note provides access to know-how relating to Chapter 8 of the Listing Rules (LR 8), giving links to the relevant provisions of the Listing Rules and a summary of, and links to, know-how that may assist with the interpretation and understanding of those provisions.

This article introduces and covers the principal points arising from an issue of shares by way of a placing and open offer. It assumes that the issuing company is a public company whose existing shares are already admitted to the Official List of the Financial Conduct Authority (FCA) with a premium listing and to trading on the London Stock Exchange's main market for listed securities.

This note provides access to know-how relating to Chapter 1 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note provides access to know-how relating to Chapter 3 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note provides access to know-how relating to Chapter 5 of the Prospectus Rules, giving links to the underlying rules and a summary of and links to know-how which may assist with the interpretation and understanding of those rules.

This note considers the impact of a rights issue, open offer or placing on the share option schemes, share incentive plans and other employee share schemes operated by a listed company.

The considerations involved where a UK company with Australian shareholders carries out a rights issue.

The considerations involved where a UK company with Australian shareholders carries out a secondary issue of securities.

The considerations involved where a UK company with French shareholders carries out a secondary issue.

The considerations involved where a UK company with Irish shareholders carries out a secondary issue.

The considerations involved where a UK company with Japanese shareholders carries out a secondary issue.

The considerations involved where a UK company with Spanish shareholders carries out a secondary issue of securities.

An issue of shares may be structured in a number of ways. This note outlines the different structures and then considers the main tax issues by reference to each of the relevant taxes: corporation tax, capital gains tax, income tax, value added tax, stamp duty and stamp duty reserve tax.

This practice note considers the practical impact of stamp duty reserve tax in the context of commercial transactions. NOTE: This resource is being reviewed in light of the 2013 Budget. For more information, see Legal update, 2013 Budget: key business tax announcements.

The structure and reasons for making a trombone rights issue.

This note compares registered and unregistered offerings of securities in the US (and outside the US under Regulation S). It gives a general overview of these offerings for non-US companies. It discusses the main advantages and disadvantages of registered and unregistered offerings, key issues to be aware of when conducting a registered offering, and the basic requirements of the three main unregistered offering exemptions and safe harbours (Rule 144A, Section 4(a)(2) (formerly Section 4(2)) and Regulation D, and Regulation S).  It also discusses the special accommodations available to non-US companies that qualify as "emerging growth companies" under the US Jumpstart Our Business Startups Act of 2012 (JOBS Act).

A practice note listing the recent deals published on What's Market.

This practice note considers when a prospectus is required under the Financial Services and Markets Act 2000, the available exemptions and also when a supplementary prospectus is required. It contains a table towards the end of the note setting out the prospectus requirements for certain corporate transactions including an IPO and various secondary share issues.