Waiver of pre-emption rights: share issue
Waiver by a shareholder of its pre-emptive rights on the issue of new shares
Shareholders in a company may benefit from pre-emption rights in relation to the proposed allotment of new shares by the company. Pre-emption rights will entitle the existing to a right of first refusal over the new shares before they can be issued. The rights will either arise under the Companies Act 2006 or be set out either in the company’s Articles of Association or company’s Shareholders Agreement (or possibly both).
Can pre-emption rights be waived?
The Articles of Association and/or Shareholders Agreement may provide that the pre-emptive rights can be disapplied by shareholders who together hold a specified percentage of the total number of shares. To do this, each existing shareholder should sign a waiver of pre-emption rights.
About this pre-emption waiver
This waiver is for a shareholder to waive pre-emption rights which would otherwise apply in relation to a proposed issue of new shares by the company.
- Alternative forms of waiver, depending on whether the waiving shareholder is an individual or a company
- Options depending on whether the pre-emption rights are in the Articles of Association or Shareholders Agreement
- Execution as a Deed
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