Companies Act 2014 section 1358

Requirements about minimum subscriptions, matters to be stated in offer documentation in that regard, etc.

Section 1358 sets out the rules governing minimum subscription requirements for PLC share offerings and what must be stated in the offer documentation regarding those requirements.

• A PLC may only allot share capital offered for subscription if it is fully subscribed, or if the offer document expressly permits partial allotment (with or without specified conditions being met).
• Where a prospectus states a minimum amount that the directors consider must be raised, and states that no allotment will occur unless that minimum is subscribed and the application monies paid up, those conditions must be satisfied before any allotment can proceed.
• The minimum subscription amount stated in the prospectus must be calculated in cash terms only, excluding any amounts payable other than in cash.
• The minimum subscription and prospectus-related rules do not apply to subsequent allotments after the first public subscription, as the company is by then considered a going concern.