UK Corporate Update - 18 March 2015

Pre-emption rights: revised Pre-Emption Group Statement of Principles

The Pre-Emption Group has published a revised Statement of Principles setting out the general attitude of UK institutional investors to disapplications of pre-emption rights and to issues of shares for cash on a non pre-emptive basis.

 European ruling casts doubt on Hannam interpretation of inside information

The Court of Justice of the European Union has issued a judgement which redefines what it means for information to be precise for the purposes of the definition of inside information. The Court found that it was not necessary to be able to determine the direction of possible price movement. This is in direct contrast to the findings of the Upper Tribunal in Hannam and further muddies the waters, making it even more challenging for market participants and issuers to determine whether they have inside information or not.

 Regulations banning takeovers by cancellation scheme now in force

Regulations have now come into force which ban takeovers being effected by a cancellation scheme of arrangement. This ban has been introduced in order to prevent cancellation schemes being used to avoid the payment of stamp duty on a takeover.

Minor changes to private company share buyback rules finalised

Amendments have been made to the rules for private company share buybacks that were introduced in April 2013. The changes take effect on 6 April 2015 and will clarify, or in some cases adapt, the application of the rules in Part 18 of the Companies Act 2006 in light of some concerns that have been raised since the rules took effect.

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