The UK Government has made numerous changes to UK legislation (as it currently transposes and includes EU legislation), including prospectuses, list, transparency and market abuse rules, and these changes will come into force at the end of the transition period. These are intended to ensure that, in the absence of new legal and regulatory relations with the EU, these rules continue to operate effectively and to a large extent in line with the way they operated prior to the UK`s exit from the EU. Understand the provisions of your current statutes or other business documents, as well as any agreements reached with or between shareholders as long as it relates to an IPO. Are special authorizations required from shareholders or third parties? Do you need to reorganize before the IPO, with the introduction of a new holding company because you have preferred the listing vehicle (which may be motivated, among other things, by taxation, investor preferences and authorization to register the index) and/or corporate law requirements? Will this require the agreement of all your existing shareholders or will you authorize your current documents to “attract” shareholders? Are all shareholders and other shareholders obliged to lock in with your investment bankers on terms that are the norm for your chosen exchange or market? Do licensees expect special RIGHTS to block the IPO under their agreements? Make sure your corporate books are in order and reflect exactly all broadcasts, transfers and cancellations, as well as options, exercises and cancellations. They may also consider the establishment of a concerted party contract, under which majority shareholders can grant each other a prerogative over share transfers and possibly agree on the vote on certain issues. Such an agreement should take into account the provisions of the UK Acquisitions Code, as the transfer or acquisition of shares by a joint venture could result in an obligation for controlling shareholders to make a firm offer to the company. As with any IPO, the agreement between the issuer, the directors (in the case of a premium listing procedure, but not usually on a standard listing), the seller shareholder (s)) and the insurers on the conditions under which the offer is made in connection with the IPO, defines the mechanisms for placing and settling the shares with investors and the admission procedure. It includes, among other things, significant termination rights for insurers (for example. B in the event of a material change in circumstances or force majeure), as well as assurances and guarantees from the company and its directors to support due diligence by providing information that could be disclosed in the prospectus.
The insurance agreement may also include blockages for the company, its directors and all selling shareholders, although separate blocking agreements may be reached, including with all other major shareholders.