Advanced FCA Listing Rules: Latest updates with DTRs

This course can also be presented face to face in-house or via live in-house webinar.

Advanced Listing Rules Course Objectives:

Participants will:

  • Examine recent Listing Rules and Disclosure Rules changes and related Technical Note guidance, including the changes in the eligibility criteria and class tests for premium listed companies
  • Develop a comprehensive understanding of the market abuse regulation regime
  • Get to grips with the changes in director/PDMR disclosures
  • Learn about the FCA’s rules which hare designed to strengthen shareholder protection
  • Gain a thorough knowledge of reverse takeovers, the role of sponsors and major transactions and how they are influenced by the rules

Advanced Listing Rules Course Content:

2018 changes

  • Clarification of Premium Listing eligibility
    • New holding companies
    • Historic information on 75% of business
    • Independence requirements
    • New Technical Note guidance
    • Other changes
  • Concessionary routes to listing
    • New route for property companies
    • Updates to other routes
  • The Class Tests
    • Disregarding profits test
    • Adjustment to profits
  • Suspension of listing for reverse takeovers
    • Removal of rebuttable presumption
    • Shell companies
    • Contacts with FCA

Market Abuse Regulation

  • The new MAR regime
    • Replacement of Market Abuse Directive
    • FCA’s approach to MAR
  • Prohibition of market abuse and market manipulation
    • Definition of inside information
    • Insider dealing
    • Unlawful disclosure
  • Disclosure of inside information
    • Conditions for delaying disclosure
    • ESMA guidelines on legitimate interests
    • Notification of delays in disclosure
  • Safe harbours from market abuse
  • New requirements for insider lists
  • Changes in director/PDMR disclosures
    • Information required
    • Closed period restrictions and exceptions

FCA’s rules  to strengthen shareholder protection

  • Background to new rules
    • Issues arising from Bumi, ENRC, Essar Energy and other controlled companies
  • Controlling shareholders targeted by new rules
  • Mandatory relationship agreements
  • Enhanced voting rights of minority shareholders
  • Provisions affecting all companies
    • Independent business and guidance
    • Annual report disclosures
    • Smaller related party transactions
    • Changes to Listing Principles
    • Notifications for breach of ongoing eligibility criteria

Other Listing Rule and guidance issues

  • Sponsors
    • Sponsor competence rules
    • Broadening of “sponsor services”
    • Smaller related party guidance
    • Greater responsibility to provide information to FCA
    • On-going identification of conflicts
    • Guidance on procedures and resourcing
  • Transactions
    • Other class tests changes and guidance
    • When supplementary circulars are required
    • Updates to circular rules and guidance
    • Guidance on hostile takeovers and working capital

Background of the Trainer:

The trainer has spent over 20 years in the City advising on a wide range of corporate finance transactions. He now provides corporate finance training courses on takeovers, London listings and other UK market regulation, as well as providing independent corporate finance advice. His courses draw on his extensive technical knowledge and are illustrated with relevant examples from his own experience and recent transactions.

Advanced Listing Rules Course Summary:

On 1 January 2018 a number of updates have been made to the Official List Listing Rules to improve and clarify the rules on the eligibility for a Premium Listing, the classification of significant transactions and reverse takeovers. This course examines these changes and covers other significant updates to the Listing Rules and Technical Notes in the last few years, including shareholder protection and sponsor competence.

The course also covers the Market Abuse Regulation, which became applicable to all quoted companies in the UK in 2016 and is expected to remain, in spite of Brexit, until at least 2019 and probably longer.  The requirements of the new MAR and the changes this has brought to the UK market abuse regime are examined.

In addition to comprehensive slides, the course documentation includes exercises illustrating the points in the Technical Notes.


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