A nominee shareholding structure helps to simplify the share register and prevent companies from becoming a "Code Company" for the purposes of the Takeover Code in the future. This can lead to increased compliance costs and restrictions in how and when shareholders are able to transfer their shares.
When a nominee shareholding structure is chosen by a company, the shares issued as part of a raise will be issued to the nominee company Snowball Nominees Limited, which holds legal title to the shares on trust for the relevant beneficial owner of those shares.
In broad terms, the Nominee must:
- Act in accordance with the relevant beneficial owner’s instructions (e.g. in exercising the voting rights attached to the relevant shares)
- Account to the relevant beneficial owner for all proceeds from the relevant shares (e.g. dividends received)
- Deliver notices, letters, reports, demands, offers, agreements and other documents and communications received by the Nominee to the relevant beneficial owner.
The full terms on which the Nominee will hold the shares may vary slightly depending on each offer. These will be set out in the Nominee Deed Poll which is available to download from the offer page.
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