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United Kingdom

Law and regulation of private placement of common stock in the UK

Table of contents
  1.  Prospectus requirement
  2. Prospectus exemptions
  3.  Ability to offer shares to
    1.  Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)
    2.  High net worth individuals 
    3. Retail/public/others
  4.  Can the issuer approach potential investors on their own?
  5.  Can the issuer's financial adviser/ placement agent approach potential investors on their own?
  6.  Are there any other exemptions which may be relied on?
United Kingdom
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1. Prospectus requirement

  • Offer to the public.
  • Admission to trading of securities on a regulated market.

2. Prospectus exemptions

Key exemptions

Offer to the public

  • Qualified Investors.
  • Less than 150 persons per EEA state, other than Qualified Investors.
  • Aggregate amount of the offer in the EEA is less than EUR 8m (or the equivalent) when aggregated with other offers in the previous 12 months. 

Where an exemption applies, the restrictions on financial promotions will need to be considered and complied with where applicable.

Admission to trading on a regulated market – Listing

  • Admission to trading/Listing of new shares of the same class as shares already admitted to trading on the same regulated market, representing less than 20% of the existing issued share capital in a rolling 12 month period.

3. Ability to offer shares to

3.1 Institutional/professional/authorised investors (for example investment funds, insurers, pension funds)

Yes.

3.2 High net worth individuals 

Yes, subject to certification or self-certification requirements.

3.3 Retail/public/others

Only on the basis of an approved prospectus or the exemptions set out in paragraph 2 above or where the materials being used have been approved by an FCA authorised person.

4. Can the issuer approach potential investors on their own?

Yes, subject to complying with any requirements referred to in paragraph 3 above.

5. Can the issuer's financial adviser/ placement agent approach potential investors on their own?

Yes, subject to complying with any requirements referred to in paragraph 3 above.

6. Are there any other exemptions which may be relied on?

There are limited exemptions available for one-off communications (however these are strictly interpreted and need to be considered on a case-by-case basis).