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GLOSSARY

Par definition

Published by a LexisNexis Banking & Finance expert

What does Par mean?

The face value of a security at which it will be redeemed by the borrower at maturity

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Bridge to bond facilities

Bridge to bond facilities What are they? A bridge to bond facility is a type of acquisition financing where the buyer requires the certainty of a fully committed financing package, but which is intended to be replaced in the future with a mid- to long-term financing in the form of high yield bonds. In markets where acquisitions typically do not have a financing condition, a bridge financing package (which is available to be drawn if necessary) is often a key component to a successful bid. This Practice Note focuses on bridge to high yield bond financing. However, investment-grade borrowers also commonly use bridge facilities for acquisitions. Bridge commitments for investment-grade borrowers differ in many ways, including: lower pricing, much less restrictive covenants (the terms often follow the borrower’s existing credit facilities) and the securities demand mechanic may not be included (or if included, it may only be triggered by ratings downgrade). Bridge commitments for investment grade borrowers may also have longer maturities (or extension rights exercisable by...

SAYE—companies which qualify to operate an SAYE scheme

SAYE—companies which qualify to operate an SAYE scheme This Practice Note covers the following topics: • the law governing eligibility for companies to operate a save as you earn (SAYE) scheme • requirements and timing • the aims of the SAYE legislation • the legislative requirements for shares under SAYE schemes, including: ◦ requirement for shares to form part of ordinary share capital ◦ issues for group companies ◦ issues for a company which is controlled by another company ◦ issues for a company which is owned or controlled by a consortium ◦ issues for a company which is controlled by an unlisted company ◦ issues for jointly owned companies ◦ when is a company listed on a recognized stock exchange? ◦ fully paid up and redeemable shares, and ◦ requirements if there is more than one class of ordinary shares • checks and declarations regarding the shares, and • references to shares in the SAYE scheme For further information on SAYE schemes generally, see Practice Note:...

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Growth shares term sheet

Growth shares term sheet [INSERT NAME OF COMPANY] growth SHARES This term sheet summarises a proposal to incentivise key employees of [insert name of company] (referred to below as the ‘Company’) by allowing those employees to subscribe for a new class of shares in the Company (Growth Shares). All issues raised in this document are for discussion purposes and each should be considered carefully before implementation. 1 Overview Under the terms of the proposal, participants will subscribe directly for Growth Shares. The Growth Shares will have rights which are designed to allow employees to participate only in post-acquisition increases in the value of the Company in the event of an IPO or liquidation, or where more than [Insert percentage]% of the Company's ordinary shares are sold (in each case, referred to in this note as an ‘Exit’). When an Exit occurs, the Growth Shares will carry an entitlement to share in part of the Exit consideration, provided that the purchase price paid to shareholders of the Company...

Proposal for voluntary arrangement made by administrator of the company

Proposal for voluntary arrangement made by administrator of the company IN THE MATTER OF [company name] (in administration) PURSUANT TO SECTION 1 OF THE INSOLVENCY ACT 1986 AND THE INSOLVENCY (ENGLAND AND WALES) RULES 2016 Summary Following heavy trading losses and the appointment by the High Court on [date] of [name] and [name] both of [name of firm], Chartered Accountants of [address] as joint administrators, [name] Ltd (the Company) needs to implement the refinancing proposals set out in the statement of proposals below failing which the administrators must report the position to the Court and a winding up order may be made. The Proposals include: 1 [A placing to raise £[number] (before expenses)]. 2 [A strengthened management team]. 3 [The closure and sale of the Company’s factory at [address]]. Creditors and shareholders are strongly urged to vote in favour of the proposals in the course of the qualifying decision making procedure which [nominees] of [address] are required as nominees to commence pursuant to the Insolvency (England and...

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Is it possible for a Community Benefit Society registered under the Co-operative and Community Benefit Societies Act 2014 to issue shares at a premium?

Is it possible for a Community Benefit Society registered under the Co-operative and Community Benefit Societies Act 2014 to issue shares at a premium? As explained in Practice Note: Co-operative and community benefit societies, a Community Benefit Society (a society) is owned by its members who hold shares in its capital. A shareholding in a society is fundamentally different from a shareholding in a limited company because the shares are not equity shares that constitute a proportion of the underlying value in the society and there is no right (or a limited right) for members to receive any return on their shares. In addition, the power of the members within a registered society is equal, on the principle of one member, one vote, and is not determined by the number of shares held. However, the nature of a relationship between a society and its members will vary from case to case depending upon its structure and its own rules. There is no specific restriction in the...

Do preference shareholders satisfy Condition 1 of the PSC regime?

Do preference shareholders satisfy Condition 1 of the PSC regime? Schedule 1A, Part 1 to the Companies Act 2006 specifies five conditions (Conditions) (at least one of which must be met) for an individual or relevant legal entity to be a person with ‘significant control’ (PSC). Condition 1 states that a PSC is an entity that holds, directly or indirectly, more than 25% of the shares in the

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TikTok Chinese data transfers draw €530m Irish privacy fine

Law360: Ireland's data protection regulator has hit TikTok with a €530m penalty for allegedly failing to adequately protect EU users' personal data that it transferred to China, the regulator announced 2 May 2025.

Court of Appeal finds that distributions debited to company’s share premium account were dividends that were not capital in nature (Beard v HMRC)

Tax analysis: In Beard v HMRC (2 May 2025), the Court of Appeal upheld decisions of the First-tier Tax Tribunal (FTT) and Upper Tribunal (UT) that distributions the taxpayer received from an overseas company, which were debited from the company’s share premium account, were dividends that were not capital in nature and were therefore chargeable to income tax.

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