The Pre-Emption Group has confirmed that it does not intend to change the pre-emption thresholds in its 2015 Statement of Principles as a result of the new Prospectus Regulation (EU) 2017/1129, which partially came into force on 20 July 2017. (Click here for more information.)
With effect from that date, an issuer with securities admitted to trading on a regulated market may admit further securities without a prospectus as long as they represent less than 20 per cent of the same class of security (calculated over a 12-month period). Previously, the threshold was 10 per cent.
The 2015 Statement of Principles allows for resolutions at an issuer's AGM for the general disapplication of pre-emption rights in respect of:
- the issue of up to five per cent of the company's issued ordinary share capital on an unrestricted basis; and
- an additional five per cent of the company's issued ordinary share capital provided it is used only in connection with an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six-month period and is disclosed in the announcement of the issue.
No change in the flexibility of the guidelines is expected as a consequence of the Prospectus Regulation.