2 Part Course  | 
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Introduction to the FCA Listing, Prospectus and Disclosure and Transparency Rules

2 Part Course  |  Discover how the July 2024 Listing Rules and the new relaxed FCA Prospectus Rules from January 2026 will make Official List quotations more attractive for companies.

A magnificent and large arch with an aesthetically beautiful design in a building

A one-day course presented over two-half days in a virtual class

In-house pricing available – often more cost-effective for teams of 10+
pdf Download:   Course Outline

Part One

The New Prospectus Rules

Background to the regulation of equity securities

  • The Primary Markets Effectiveness Review
  • The three Official List Rule Books
  • The new Public Offers and Admissions to Trading Regulations (POATRs)

The POATRs

  • Objective
  • The prohibition of offers to the public
  • What are the exemptions?
  • Effective date

The new PRM Prospectus Rules: Admission to Trading on a Regulated Market

  • An integrated sourcebook
  • The requirement to produce a prospectus
  • Exemptions, including an increased threshold for secondary issues
  • Voluntary prospectuses
  • Admission to trading changes
  • Contents of a PRM prospectus
    • Relaxed rules for summary
    • Risk factors
    • Historical financial information, including complex financial histories
    • Working capital statements and new guidance
    • Forecast and pro forma disclosure
    • New Protected Forward Looking Statements: benefits and exclusions
    • New requirement for climate-related information
    • Incorporation by reference and omissions
  • Universal Registration Document
  • Simplified prospectus for secondary issues 
  • Exemption document for share takeovers
  • New FCA rules for Multilateral Trading Facility prospectuses and exceptions
  • New procedures for approval, publication and availability of a prospectus
  • Supplementary prospectuses
  • Advertisements
  • Rules which can be waived
  • Responsibility for prospectus

The FCA Disclosure Rules

  • Disclosure and control of inside information by issuers
    • What constitutes inside information?
    • Is an immediate announcement necessary?
    • Selective disclosure
    • Market rumours
    • Insider lists
  • Person Discharging Managerial Responsibilities dealings


   

Part Two

The FCA's updated UK Listing Rules (UKLR)

  • The new equity listing categories for companies from July 2024
  • Applicability of rules and general matters
  • The Listing Principles
  • General requirements for listing on the Official List
  • When a Sponsor is required under new rules and Issuer's responsibility
  • Eligibility for Equity Shares Commercial Companies Category (ESCC)
    • Reduced requirements
    • Companies with controlling shareholder
    • Examples
    • New, more flexible provisions for dual-class share structures
    • Free float requirement
    • Types of flotation
  • Continuing obligations
    • Continuing eligibility requirements
    • Other continuing obligations
    • Documents requiring prior approval
  • Significant transactions
    • Reduced requirements
    • Enhanced notifications
    • Definitions and guidance
    • Reverse takeover requirements
    • The class tests
    • Figures to use and adjustments
    • Specific requirements
    • Worked example
  • Related party transactions
    • Reduced requirements
    • New definitions and guidance
    • Exceptions
  • Case study
  • Share issues after flotation
    • Pre-emption rights
    • Discount
    • Share buy-backs
    • Types of issue
  • Circulars
  • Shell Companies Category
  • International Companies Secondary Listing Category
  • Transition Category
  • Listing processes and procedures
  • Suspension, cancellation and restoration of a listing
    • Transfer between listing categories
  • Rules for being a Sponsor
    • Role
    • Sponsor Principles
    • New criteria for approval
  • Comparison of ESCC, Transition Category and AIM (Alternative Investment Market)

Experience

The trainer is a UK corporate finance adviser with broad experience in UK equity market regulation. Following a career in the City advising major European companies for over 15 years, he has been presenting corporate finance training courses on takeovers, London listings and the FCA's market abuse and transparency regulation, as well as providing independent corporate finance advice and assistance to clients and professional firms.

After graduating in modern languages from Downing College, Cambridge, he qualified as a chartered accountant with Price Waterhouse.

He then spent three and a half years working at S.G. Warburg advising on a wide range of corporate finance transactions before joining Paribas in London, where he spent the next fourteen years, becoming a director and head of cross-border corporate finance. Following this, he spent two years in the London office of Mazars, where he was a partner in charge of international corporate finance.

During this period in the city, he gained extensive corporate finance experience and worked with corporate clients from many countries, in particular from the UK and France: he is fluent in French and spent two years working in the head office of Paribas Paris. He has advised on a wide range of complex UK transactions, both medium-sized and large, including public takeovers, restructurings, privatisations, private acquisitions and sales, listings and equity and equity-linked issues.

During the last fifteen years, he has produced and delivered many corporate finance training courses, in particular specialising in the development of the Takeover Code and takeover tactics and stock market regulation for companies quoted in the UK, including the FCA Listing Rules, the FCA Disclosure and Transparency Rules and the FCA Prospectus Rules.

Previous Deals

The trainer has advised on a wide range of complex transactions, both medium-sized and large. These have included the public takeover bid by Lafarge SA for Blue Circle plc and by Infogrames SA for Gremlin plc, the restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom, as well as private acquisitions and sales, UK FCA listing and equity issues.

Training Style

The trainer draws on his extensive technical knowledge and illustrates subjects with relevant examples from his own experience and other recent transactions.

He encourages interactive discussion and welcomes questions from delegates, as well as posing them himself to ensure that points have been fully understood.

This trainer also presents Redcliffe Training's courses on Advanced Takeover Code and Introduction to The Takeover Code.

  • Learn about how the POATRs and PRM have replaced the Prospectus Regulation Rules
  • See how the relaxation of the requirement for a prospectus affects secondary equity issues
  • Examine how the contents of prospectuses have been modified
  • Understand how the changes to the FCA Prospectus Rules and Listing Rules make the UK market more competitive
  • Explore the reduced requirements for Equity Shares Commercial Companies Category (ESCC), replacing the Premium Listing
  • Learn about how continuing obligations, such as the class tests, have changed
  • Look at the changes to the role of sponsor
  • Understand the key differences between the ESCC, the Transition Category and AIM
  • Examine how the Disclosure Rules affect transactions and other price-sensitive information

  • Very knowledgeable trainer with over 20 years of corporate finance experience
  • The trainer has advised companies on major UK equity issues
  • A thorough introduction to rules with the right level of detail
  • Many examples, including a worked example, illustrate the rules and the various types of transactions
  • This Introduction to the FCA (Financial Conduct Authority) Listing, Disclosure and Transparency and Prospectus Rules course is consistently rated excellent/good by attendees

This two-part course is a "need to know" for:

  • All professionals advising on the new lighter regulation of Official List companies for the listing of shares and their continuing obligations.

The content covered will give you a significant technical advantage in understanding the rules for the preparation of prospectuses for IPOs and large share issues, the requirements when Official List companies make major acquisitions and disposals and how quoted companies should identify and disclose inside information.

This course is also a “nice to know” for:

  • Part 1 of the course for professionals advising companies considering an IPO on AIM or AQSE (Aquis Stock Exchange) or a reverse takeover when quoted.
  • Other advisers and corporates considering UK quoted company transactions.

  • Participants will learn about the general principles which underpin the FCA Listing Rules, PRM Prospectus Rules and Disclosure Rules, and be taught about their practical application regarding obtaining listings and executing further transactions.
  • They will gain a strong understanding of the role of the sponsor, the conditions and methods of listing, the listing procedures and the contents of prospectuses and all aspects of continuing obligations, including the disclosure of inside information.
  • They will appreciate how the provisions of the PRM Prospectus Rules and the Market Abuse Regulation work in the UK and examine the different requirements of ESCC listings
  • In addition to comprehensive slides, the course documentation includes summaries of FSA/FCA enforcement cases for breaches of the rules.
Number of places:
Part 1

£ 595.00

Number of places:
Part 2

£ 595.00

Discounts available:

  • 2 places at 30% less
  • 3 places at 40% less
  • 4+ places at 50% less
  • Select the number of course places and dates to automatically calculate the discount
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