What must be done to suspend pre-emption rights for listed companies?

To suspend pre-emption rights for listed companies, it is necessary to pass a special resolution with 75% acceptance from shareholders. This requirement ensures that a significant majority of the company's shareholders agree to the suspension, reflecting the importance of protecting shareholders' rights in capital raising scenarios.

Pre-emption rights are designed to give existing shareholders the opportunity to purchase new shares before they are offered to other investors, thus preventing dilution of their ownership stake. When a company seeks to suspend these rights, particularly to expedite a capital raise, a higher threshold of approval is appropriate. The 75% threshold signifies that the suspension is not just a minor amendment, but a significant change in the governance structure concerning shareholder rights.

Obtaining approval from all shareholders, while ideal, is not feasible as it would be impractical in many cases, given the number of shareholders involved. Similarly, while regulatory involvement from the Financial Conduct Authority (FCA) may be necessary for various aspects of a company's operations, direct approval from the FCA is not a requirement to suspend pre-emption rights. A unanimous board of directors' vote, while possibly beneficial for internal consensus, does not have the authority to modify shareholder rights without wider shareholder agreement. Thus, the special resolution method balances the need for shareholder