Secondary Equity Offerings

• 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
• Examples of various types of transaction in the secondary equity market
• The secondary equity course consistently rated excellent/good by attendees

• Learn about the UK structural regulation for equity issues with an understanding of when a prospectus is needed and the disclosures required by the Disclosure and Transparency Rules and Market Abuse Regulation
• Get to grips with the structures for UK equity offerings, in particular rights issues
• Contrast equity rights issues with open offers
• Get to grips with other structures for a company offering equity, such as cash box placings
• Appreciate the role of cornerstone investors
• Understand the means of marketing shares, including internationally
• Examine price-setting mechanisms such as book building
• Be introduced to the relevant legal agreements, such as underwriting and placing agreements
• Appreciate which equity issue structure to use, e.g. fixed price vs book building

Introduction

• Current secondary equity market trends

UK Regulation for Equity Issues

• Companies Acts and FSMA (Financial Services and Markets Act)
  • Pre-Emption Group Statement of Principles November 2022
  • Application of principles to companies/issues
  • General dis-applications of pre-emption rights
  • Financing acquisitions
  • Considerations for specific dis-applications
  • Follow-on offerings
• The premium listing, Prospectus Rules and Disclosure and Transparency Rules
• Proposed changes to Prospectus Regime

Structures for UK Equity Offerings

• Equity rights issues
  • Traditional and deep discount
  • Rise of fees
  • Rights Issues
  • Shortened timetables
• Open offers with clawback
• Placings
• Recent structures
  • Compensatory open offers
  • Cash box placings and rights/open offers
  • Other securities
  • Cornerstone investors

Means of marketing shares

• Markets
• Institutional and retail offerings
• International tranches
  • US issues
• Pre-marketing and marketing

Price Setting Mechanisms

• Fixed-price
• Book building
  • The process
  • Accelerated book building
  • “Red herring” prospectus
  • Allocation, “Greenshoe” and stabilisation

Legal Agreements

• Equity underwriting agreements
  • Recent issues
• Placing agreements

Which Structure to Use

• Rights vs. open offer vs. placing
• Fixed price vs. book building

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 10 years now he has been presenting corporate finance training courses on takeovers, London listings and UK market regulations, 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 equity secondary market 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 equity 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 and by Infogrames SA for Gremlin plc, the equity restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom, as well as private acquisitions and sales, UK 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 the following courses: Advanced Takeover Code; Introduction to The Takeover Code; Introduction to the FCA Listing, Disclosure and Transparency and Prospectus Rules; and as an in-house only course, Public to Private Takeovers.

This Secondary Equity Offerings course looks at the way recent offerings such as rights issues, open offers and placings have been undertaken on the London market and the regulations which apply to them. It also considers the advantages and disadvantages for the issuer of each type of equity offering.

Developments in the secondary share offering structures have led to the increased use of deep discount equity rights issues, cash box placings and the emergence of cornerstone investors and new equity underwriting procedures.

These structures are examined on the course together with the changes in listing and prospectus rules and pre-emption principles which have accompanied them and the further reviews which are underway of the secondary equity market.