In the context of UK public limited companies, what triggers the need for shareholder approval during secondary offerings?

In the context of UK public limited companies, shareholder approval is often required during secondary offerings primarily when the shares are offered at a discount of more than 10% to the market price. This requirement stems from the need to protect existing shareholders' interests; issuing shares at a significant discount can dilute their holdings and potentially impact the overall market perception of the company.

When the discount exceeds this threshold, it implies a material impact on the value of existing shares, which is why the company must seek approval from its shareholders. This process ensures transparency and accountability, as shareholders have the right to voice their concerns or agree to actions that could affect their investment.

In contrast, smaller discounts may not significantly affect shareholder value, hence not triggering a similar requirement for approval. Additionally, other triggers such as share issues over 25% or increases in share capital may have specific governance rules, but the immediate concern regarding discounts relates directly to shareholder dilution and value protection, emphasizing the importance of ensuring shareholders have a say in significant changes.