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Secondary Equity Offerings

Structure & Regulation Update

MiFID II Knowledge and Competency Training Course

A one-day course

This two-part course is a "need to know" for:
  • Corporate finance advisers, lawyers and other professionals advising on the Official List and other rules and practices for the secondary listing of UK company shares through rights issues, open offers and placings

This course is also a “nice to know” for:
  • Other advisers and corporates considering UK quoted share issues

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

  • Learn about the UK regulation for equity issues with an understanding of the Prospectus Rules and the Disclosure and Transparency Rules
  • Get to grips with the structures for UK equity offerings, in particular rights issues
  • Contrast rights issues with open offers
  • Get to grips with other potential structures for equity offerings, 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 structure to use, e.g. fixed price vs. book building

Introduction

  • Current market trends 

UK Regulation for Equity Issues

  • Companies Acts and FSMA
  • Pre-Emption Group Statement of Principles March 2015
  • Application of principles to companies/issues
  • General disapplications
  • Financing acquisitions
  • Considerations for specific disapplications
  • The premium listing, Prospectus and Disclosure and Transparency Rules
  • Proposed changes to Prospectus Regime and Market Abuse Regulation 

Structures for UK Equity Offerings

  • Rights issues
  • Traditional and deep discount
  • Rise of fees
  • Rights Issue Fee Inquiry conclusions
  • OFT market study of equity underwriting recommendations
  • IMA Transaction Guidelines November 2014
  • 2015 FCA market study of competition in the investment banking market
  • Shortened timetables
  • Open offers/ placings with clawback and other 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

  • Underwriting agreements
  • Recent issues
  • Placing agreements 

Which Structure to Use

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

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

He is a UK corporate finance adviser and trainer with broad experience of UK equity market regulation. Following a career in the City advising major UK and European companies, he is now presenting introductory and advanced level corporate finance training courses on takeovers, London listings and other UK market regulations, as well as providing independent corporate finance advice.

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 a UK investment bank, S.G. Warburg & Co, 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 large and medium-sized UK public takeover and listing transactions, private acquisitions and disposals.

For over ten years now, he has produced and delivered many corporate finance training courses, in particular specialising in courses on 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.

The public company transactions he has advised on have included deals such as the takeover bid by Lafarge SA for Blue Circle plc and the bid by Infogrames SA for Gremlin plc, the equity restructuring of Eurotunnel plc and SA, and the privatisation of British Telecom.

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 in order to ensure that points have been fully understood.

This Secondary Equity Offerings course looks at the way recent secondary equity 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 offering.

Developments in the structures for secondary equity offerings have led to the increased use of deep discount rights issues, cash box placings as well as the emergence of cornerstone investors and new 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.

Have this course presented In-House

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  • Topics expanded or deleted to your bespoke requirements
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