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Introduction to the FCA Listing, Disclosure and Transparency and Prospectus Rules

2 Part Course  |  Explore the detailed requirements for premium and standard listings on the London Stock Exchange

FCA Listing, Disclosure and Transparency and Prospectus Rules Training Course

A one-day course presented in two half-day live webinars

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

  • all professionals advising on the Official List rules for the listing of shares and the continuing obligations of listed companies.
  • Part 1 of the course is also “need to know” for professionals advising AIM and AQSE companies considering issues of shares to the public.

 

The content covered is going to give you a significant technical advantage in understanding the rules for the preparation and conduct of major share issues, the requirements for acquisitions and disposals by Official List companies and how quoted companies should identify and disclose inside information.

 

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

  • other advisers and corporates considering UK quoted company transactions.

  • 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 transaction
  • The course consistently rated excellent/good by attendees

  • Learn about the background to the regulations and the directives
  • Understand the prospectus disclosure requirements and exemptions applicable from 21 July 2019
  • Get to grips with when a prospectus must be produced and the relevant exemptions
  • Be introduced to the Disclosure and Transparency Rules, including the Market Abuse Regulations and the rules relating to PDMR dealings
  • Explore the detailed requirements for a premium and standard listing of shares on the Official List
  • Gain an understanding of suspension and cancellation issues and sponsor roles
  • Learn about continuing obligations such as the class tests
  • Understand the key differences between premium and standard listings and the AIM
  • Be updated on FCAs changes to the Listing Rules to make the UK market more competitive

Part One

Background to the regulation

  • The Prospectus Regulations, Market Abuse Regulations and Transparency Directive
  • Impact of Brexit
  • How the regulators operate
  • Standard and Premium listings
  • Overview of changes to the rules

Prospectus Regulation Rules

  • Reasons for new Prospectus Regulations
  • Requirement to produce a prospectus
  • Exemptions
  • Contents of a full prospectus
    • New summary
    • Risk factor regulations and materiality
    • Omissions
    • Extended incorporation by reference
    • Historical financial information
    • Forecast and pro forma disclosure and changes
    • Example
  • Universal Registration Document
  • Simplified prospectus for
    • Small and mid-sized companies
    • Secondary issues
    • Example
  • UK Growth Prospectus
    • Example
  • Exemption document for share takeovers
    • Example
  • Approval and publication of a prospectus
  • Advertisements
  • Supplementary prospectuses
  • Passporting and third country issuers
  • Responsibility for prospectus
  • Proposed changes following the Hill Review

 The Disclosure and Transparency Rules

  • Principal concepts
  • Effect of Market Abuse Regulation (MAR) on 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
  • Disclosure of PDMR dealings
  • Annual reports and interim reports
  • Disclosure of shareholdings
    • Thresholds
    • Timing
  • Access to information
  • Corporate governance

Part Two

The FCA Listing Rules

  • Listing principles
    • Example: Prudential/AIA
  • General requirements for listing
    • New minimum market capitalisation on float
    • Example: Lamprell
  • Requirements for a premium listing
    • Three-year track record
    • 75% of business
    • Unrepresentative characteristics
    • Example: Quindell
    • Independence
    • Operational control
    • Example: Bumi
    • Requirements for companies with controlling shareholder
    • Example: ENRC
    • Special types of issuer
    • Mineral companies
    • Exceptions
    • New free float requirement
  • Types of flotation
  • Listing application
  • Suspension, cancellation and restoration of a listing
    • Controlling shareholder provisions
    • Example: Essar
    • Reverse takeovers
  • Sponsors
    • Role of sponsor and “sponsor services”
    • Sponsor principles
    • Criteria for approval
  • Continuing obligations
    • Continuing eligibility requirements
    • Pre-emption rights
    • Documents requiring prior approval
    • New provisions for dual class share structures
  • Transactions after flotation
  • Significant transactions
    • The class tests
    • Definitions
    • Possible adjustment to/disregarding of profits test
    • Worked example
    • Figures to use
    • Possible adjustments
    • Specific requirements
    • Case study: Babcock class 1 and rights issue
  • Reverse takeover requirements
    • Example
    • New SPAC rules
  • Related party transactions
    • Smaller related party transactions
    • Exceptions
    • Example: Exillon
  • Share buy-backs

Key regulation differences with AIM

  • Comparison of premium and standard listings and AIM

The trainer currently provides independent corporate finance advice and assistance to companies and professional firms, and gives advanced corporate finance training on takeovers, London listings and other UK market regulation.

Experience 

The trainer is a UK corporate finance adviser with broad experience of UK equity market regulation. Following a career in the City advising major European companies, for over 10 years now he has been presenting corporate finance training courses on takeovers, London listings and other UK market 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 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 (e.g. Lafarge/Blue Circle, Infogrames/Gremlin), restructurings (e.g. Eurotunnel), privatisations (e.g. British Telecom), private acquisitions and sales, listings and equity and equity linked issues.

During the last ten 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 Listing Rules, the Disclosure and Transparency Rules and the 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, the restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom, as well as private acquisitions and sales, UK listings 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 posing them himself in order to ensure that points have been fully understood.

Participants will learn about the general principles which underpin the Prospectus Regulation Rules, Listing Rules and Disclosure and Transparency 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 Prospectus Regulation and the Market Abuse Regulation work in the UK and examine the different requirements of premium and standard listings compared to those of AIM.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules, summaries of FCA/FSA enforcement cases for breaches of the rules, and extracts from the different types of a prospectus and circular covered in the course.

Number of places:
Part 1
Number of places:
Part 2

£595.00

Per participant per part
Discounts available for multiple place booking find out more
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