2 Part Course  | 
Book places now

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

2 Part Course  |  Learn about the detailed requirements for the FCA's premium and standard listings on the London Stock Exchange

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 from 9:30am to 1:00pm UK time

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
  • The 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 to the Prospectus Regulation Rules

 The FCA Disclosure and Transparency Rules

  • Principal concepts
  • Effect of Market Abuse Regulation (MAR) on the FCA Disclosure and Transparency Rules
  • Disclosure and control of inside information by issuers
    • What constitutes inside information?
    • Is an immediate announcement necessary?
    • Selective disclosure
    • Market rumours
    • FCA Insider Dealing lists
  • Disclosure guidance and transparency rules of PDMR (Person Discharging Managerial Responsibilities) dealings
  • Annual reports and interim reports
  • Disclosure of shareholdings in UK quoted companies
    • Thresholds
    • Timing
  • Access to information
  • Corporate governance

Part Two

The FCA Listing Rules

  • FCA Listing principles
    • Example: Prudential/AIA
  • General requirements for listing on Official List
    • New minimum market capitalisation on the 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 FCA listed 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 (Special Purpose Acquisition Company) rules
  • Related party transactions
    • Smaller related party transactions
    • Exceptions
    • Example: Exillon
    • Share buy-backs
  • Proposed changes to the Listing Rules

Key regulation differences with AIM

  • Comparison of premium and standard listings and AIM (Alternative Investment Market)


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 10 years now, 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 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 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 the following courses: Advanced Takeover Code; Introduction to the Takeover Code; and as in-house only courses: Public to Private Takeovers and WEcondary Equity Offerings..

  • Learn about the background to the regulations and the directives
  • Understand the prospectus rules, FCA disclosure and transparency 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 disclosure dealings
  • Explore the detailed requirements for a premium and standard FCA listing rules 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 proposed changes to the FCA Listing Rules and Prospectus Regulation Rules to make the UK market more competitive

  • 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
  • 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 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 (Alternative Investment Market) and AQSE (Aquis Stock Exchange) companies considering issues of shares to the public.

The content covered will 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.

Participants will learn about the general principles which underpin the FCA Prospectus Regulation Rules, Listing Rules and FCA 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 FSA/FCA 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

£ 595.00

Number of places:
Part 2

£ 595.00

Discounts available:
Virtual Class

  • 2 places at 30% less
  • 3 places at 40% less
  • 4 places at 50% less
  • 5 places at 55% less
  • 6+ places at 60% less
  • Select the number of course places and dates to automatically calculate the discount
    *T&Cs apply,
    click here
    to read
    Trusted By:

    Popular Courses

    Clients that have booked this course have also attended the following courses:

    We use cookies

    In order to show you courses tailored to your profession we use cookies.

    To enjoy all the features of this website please accept.