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ARTICLE · 13 FEBRUARY 2012

Offering Securities Into The United Kingdom

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With companies these days exploring an increasingly broad range of options when it comes to funding, London continues to be a popular target for corporate road-shows and calls to potential investors alike.

United KingdomFinance and Banking
Jonathan Deverill
Jonathan Deverill

With companies these days exploring an increasingly broad range of options when it comes to funding, London continues to be a popular target for corporate road-shows and calls to potential investors alike. Fortunately, from an English legal perspective, marketing to institutional investors in the United Kingdom from overseas should normally be pretty straightforward.

Will the company need a UK prospectus?

Not normally. A UK prospectus is only required for (i) offers of transferable securities to be admitted to trading on certain UK stock markets, including the UK's flagship "Official List" but not AIM, and (ii) offers of transferable securities "to the public" in the United Kingdom. In each case there are various exemptions. Where the company concerned is not listed or becoming listed in the United Kingdom at all, only the "offer to the public" head is relevant; and there is an exemption from the need for a UK prospectus where the offer is made in the United

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