Debt, Equity and Capital Markets — London (Holborn Gate)

Overview

Our London office at Holborn Gate, 330 High Holborn, London, WC1V 7QH, England, advises clients on transactional and regulatory aspects of debt, equity and capital markets across England and Wales. We support issuers, underwriters, sponsors, lenders, and investors on public and private offerings, syndicated financings, structured capital solutions and secondary market activity. Where relevant, distinct rules and procedures in Scotland or Northern Ireland are highlighted separately.

How we advise clients

Advice typically combines corporate, securities, regulatory and tax perspectives. Key areas of focus include:

• Structuring and documentation for debt and equity issuances (prospectuses, offering memoranda, subscription agreements).
• Regulatory compliance under the Financial Services and Markets Act and FCA rules, including listing and admission requirements.
• Negotiation and drafting of underwriting, placing and agency agreements.
• Designing security packages, intercreditor arrangements and enforcement strategies for lenders.
• Tax-efficient transactional design and cross-border structuring considerations.

Typical transactions and issues

Common matters include IPOs and follow-on offerings, high-yield and investment-grade bond issuances, convertible and hybrid instruments, private placements, securitisations, liability management exercises and corporate restructurings linked to market transactions. Practical issues frequently encountered are prospectus eligibility, working capital comfort, disclosure obligations, market timing and the interplay between listing rules and takeover/insider regimes.

Practical checklist for capital markets transactions

1. Confirm applicable jurisdiction and listing venue (LSE Main Market, AIM, or private placement market).
2. Determine prospectus or offering document requirements and prepare disclosure timetable.
3. Engage accountants for financial statements and arrange required comfort procedures.
4. Agree transaction structure, pricing mechanics and allocation policy with sponsors/underwriters.
5. Conduct corporate and securities due diligence; resolve material disclosure items.
6. Draft and complete subscription/underwriting and escrow/clearing arrangements.
7. Address tax, regulatory filings, stamp duties and post-transaction reporting obligations.

Jurisdiction and sources

Primary sources for England and Wales practice include:

• Financial Conduct Authority (FCA) and the UK Listing Authority
• London Stock Exchange Group
• Companies House
• HM Revenue & Customs (HMRC)
• GOV.UK guidance and legislation (including the Financial Services and Markets Act 2000 and related statutory instruments)

For Scottish or Northern Irish transactions, local procedural and property law differences should be considered early in the process.

General information only; not legal advice and not a substitute for advice on a particular matter.