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

2 Part Course  |  Learn about the new UK Listing Rules for Official List companies, and about the requirements for prospectuses and disclosures on the London Stock Exchange

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A one-day course presented over two-half days in a virtual class from 9:30am to 1:00pm UK time

Part One

Introduction

  • The Primary Markets Effectiveness Review and its objectives
  • Overview of changes to the rules

The FCA's new UK Listing Rules (UKLR)

  • The new equity listing categories for companies
  • Applicability of rules and general matters
  • The Listing Principles
  • General requirements for listing on 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)

Part Two

Background to the regulation

  • The Prospectus Regulations, Market Abuse Regulations and Transparency Directive
  • Reasons for Prospectus Regulations 2019
  • Impact of Brexit

Prospectus Regulation Rules

  • The requirement to produce a prospectus
  • Exemptions
  • Contents of a full prospectus
    • 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

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 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 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 posing them himself in order 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 the changes to the FCA Listing Rules to make the UK market more competitive
  • Understand the differences between the new Listing Categories
  • Explore the reduced requirements for Equity Shares Commercial Companies Category (ESCC) replacing the Premium Listing
  • Learn about continuing obligations such as the class tests
  • Look at the suspension and cancellation of listings and sponsor roles
  • Understand the key differences between the ESCC and Transition Category and AIM
  • Get to grips with when a prospectus must be produced and the relevant exemptions
  • Examine the contents of prospectuses
  • Explore the Disclosure and Transparency Rules
  • Examine the inside information and PDMR dealings disclosure requirements in the Market Abuse Regulations.

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

  • Part 2 of the course is also “need to know” for professionals advising AIM (Alternative Investment Market) and AQSE (Aquis Stock Exchange) companies considering large issues of shares to the public.

The content covered will give you a significant technical advantage in understanding the rules for the preparation of prospectuses for 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:

  • Other advisers and corporates considering UK quoted company transactions.

Participants will learn about the general principles which underpin the FCA Listing Rules, Prospectus Regulation 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 ESCC listings compared to those of the Transition Category and AIM.

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

Number of places:
Part 1

£ 595.00

Number of places:
Part 2

£ 595.00

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