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

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FCA Listing Rules Overview

Participants will learn about the general principles which underpin the Prospectus Rules, Listing Rules and 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 EU Prospectus, Market Abuse and Transparency Directives have been brought into UK regulation 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 FCA/FSA enforcement cases for breaches of the rules, and extracts from the different types of prospectus and circular covered in the course.

FCA Listing Rules Course Objectives:

Participants will:

  • Learn about the background to the regulations and the different directives
  • Explore the detailed requirements for listing, including premium listings and track records
  • Gain an understanding of suspension and cancellation issues and sponsor roles
  • Be taught about continuing obligations such as the class tests and the Model Code
  • Be introduced to the Disclosure and Transparency Rules, including market abuse aspects and the rules relating to PDMR dealings
  • Get to grips with the requirements to produce prospectuses and the relevant exemptions
  • Understand the key differences between premium and standard listings and the AIM

This course can be presented in-house via live webinar.

Background of the trainer:

The FCA 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. 

FCA Listing Rules Content:

Background to the regulation

  • The EU Prospectus Directive, Market Abuse Directive and Transparency Directive
  • How the regulators operate
  • Standard and premium listings
  • Recent problems with controlling shareholders: Bumi and ENRC

Listing Rules

  • Listing principles
  • General requirements for listing
  • Requirements for a premium listing
    • Three year track record
    • 75% of business
    • Independence
    • Requirements for companies with controlling shareholder
    • Special types of issuer
  • Types of flotation
  • Listing application
  • Suspension, cancellation and restoration of a listing
    • Reverse takeovers
  • Sponsors
    • Role and responsibility
    • Criteria for approval
  • Continuing obligations
    • Continuing eligibility requirements
    • Pre-emption rights
    • Transactions after flotation
    • Model Code
    • Documents requiring prior approval
  • Significant transactions
    • The class tests
    • Possible adjustment to/disregarding of profits test
    • Break fee rules
  • Related party transactions
  • Share buy-backs

The Disclosure and Transparency Rules

  • Principal concepts
  • Effect of Market Abuse Regulation (MAR) on Disclosure Rules
  • Disclosure and control of inside information by issuers
    • What constitutes inside information?
    • Is an immediate announcement necessary?
    • Selective disclosure
    • Market rumours
  • Disclosure of PDMR dealings
  • Annual reports and interim reports
  • Disclosure of shareholdings
    • Thresholds
    • Timing
  • Access to information
  • Corporate governance

Prospectus Rules

  • Requirement to produce a prospectus
  • Exemptions
  • Contents of a prospectus
    • Example of rights issue prospectus
    • Omissions
    • Incorporation by reference
    • Historical financial information
    • Forecasts and pro formas
  • Approval and publication of a prospectus
  • Advertisements
  • Supplementary prospectuses
  • Passporting and third country issuers
  • Responsibility for prospectus

Key regulation differences with AIM

  • Comparison of premium and standard listings and AIM 

 

What our Redcliffe’s are saying about the course

“Content was extremely relevant, Excellent speaker”

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11 October 2018