Public Company Update: May 2019
Welcome to the May 2019 edition of our biannual Public Company Update, for directors and in-house counsel of quoted companies, nomads/brokers and sponsors, and other corporate finance professionals and intermediaries.
We have had a busy start to the year, supporting a range of transactions for companies across AIM and the Main Market. A particular highlight for the team was acting for advertising technologies platform provider Taptica International Ltd on its £136 million recommended all share offer for AIM listed RhythmOne plc. We were delighted to advise on this strategic takeover, having acted for Taptica (then named Marimedia) on its IPO on AIM in May 2014, and look forward to seeing the company continue to build on its success.
The team as a whole continues to see strong deal flow in M&A activity as well as primary and secondary fundraisings. We include four articles in this edition of our Public Comnpany update, which I hope you find both insightful and informative.
Mark Howard, Partner
Shareholder Rights Directive II: effective from 10 June
Unless a “no-deal” Brexit occurs before that date, the Government is set to transpose SRD II into UK legislation. Victoria Younghusband highlights two areas which affect companies admitted to listing on the Official List, the Specialist Fund Segment or High Growth Segment of the London Stock Exchange.
Points of practice: accelerated whitewashes
In this article, Mark Howard outlines some points of practice in relation to the accelerated procedure which is relevant to situations where a waiver is needed from an obligation to make a mandatory offer under Rule 9 as a result of the issue of new securities as consideration for an acquisition or a cash subscription.
An update on periodic financial information and inside information
Victoria Younghusband provides an update on the FCA's draft technical note and PMB no.23 feedback. In April 2019, the FCA published the final version and gave feedback on the consultation in the accompanying PMB 23.
Status update: The Prospectus Regulation 2017
Notwithstanding the uncertainty surrounding the timing and ultimate destination of Brexit, European legislation continues to apply to capital markets in the UK. The Prospectus Regulation 2017 is due to come fully into force from 21 July 2019 and will therefore apply to prospectuses vetted by the FCA. Paul Arathoon highlights four key further provisions.
Sponsor Licence Compliance: Key considerations & how to be audit ready
Join us for the third in our series of mini webinars on post Brexit immigration about sponsor licence compliance.
UK SPACs: could changes to the UK Listing Rules spark an increase?
SPAC listing popularity has increased. Could the UK be the next hotspot following proposed changes to the Listing Rules?
Dual class share structures: how do they work and what are the pros and cons?
Dual class share structures allow a shareholder, for example the founder, to retain voting control over a company.
COVID-19 Vaccination – can an employer make it compulsory for employees?
We review what legal issues to take into account when considering to make vaccination compulsory as an employer.
The Lawyer, New Law Journal, International Adviser, CDR Magazine and eprivateclient report on the firm's partner promotions
Charles Russell Speechlys promoted five lawyers to partner, effective 1 May 2021.
Linking ESG and Executive Pay
How does a business go about embedding a focus on strong ESG performance into the structures and culture of its organisation?
National Security and Investment Act granted Royal Assent
The Act establishes a new regime for the review of mergers, acquisitions and other transactions that could threaten national security.
Charles Russell Speechlys advises Waverton on acquisition of Cornerstone Asset Management
Established in July 2010 and with offices in Edinburgh and Glasgow, Cornerstone offers wealth management and financial planning advice.
Charles Russell Speechlys promotes five to Partner
The promotions are effective 1 May 2021 and are accompanied by one Legal Director and 15 Senior Associate promotions.
Proposed Takeover Code Amendments – Key Changes
The Consultation Paper has now been followed by a corresponding response paper which made certain modifications to the initial proposals.
Charles Russell Speechlys advises Fudco Partnership on sale to Exponent-backed Vibrant Foods
Fudco is a family-owned business selling South Asian ethnic foods in UK and Europe.
Charles Russell Speechlys advises Polar Technology on investment by BGF
Polar Technology Management Group is a holding company for engineering businesses operating at the leading edge of technology.
Use and Regulation of Renewable Energy Certificates in the UAE
The market for trading in renewable energy certificates is set to increase in both visibility and importance.
Odey and Hffx: partnerships with mixed membership
Examining two decisions relating to remuneration arrangements in partnerships with individual and corporate membership.
Charles Russell Speechlys advises shareholders of Modern Networks on sale to Horizon Capital
Modern Networks is a leading provider of IT support, broadband and telecoms managed services to the UK’s commercial property sector.
Patrick Gearon FCIArb
Insolvency Legislation in the GCC
The interesting times of the last 14 months were preceded by the interesting times of the financial crisis of 2008/2009.
Charles Russell Speechlys advises on Trident Royalties’ US$28m Placing
Trident Royalties plc is a growth-focused mining royalty and streaming company.
Charles Russell Speechlys advises Avation plc on £7.5m secondary placing
Headquartered in Singapore, Avation plc manages a fleet of aircraft which it leases to airlines across the world.
The Corporate team's involvement in Fishawack Health’s acquisition of PRMA featured in Yahoo! Finance USA, Markets Insider and Morning Star
Martin Wright and the Corporate team provided legal support on the acquisition of PRMA Consulting.
Jessica Arrol quoted by Real Deals on the implementation of SFDR
SFDR aims to remove greenwashing and promote transparency in reporting ESG, but GPs and LPs are experiencing its flaws.