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

Listing Rules and Takeover Code 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
• Be introduced to the Disclosure and Transparency Rules, including the Market Abuse Regulations and the rules relating to PDMR dealings
• Get to grips with the requirements to produce prospectuses and the relevant exemptions
• Receive a thorough introduction to the Takeover Panel, the rationale for the Takeover Code and when it is applicable
• Explore the six general principles and their application in practice
• Understand the key code definitions which are relevant in the rules
• Examine the rules relating to announcements and independent advice
• Learn about dealing restrictions, disclosures and share purchases and the rules relating thereto
• Understand the principles behind mandatory offers and whitewashes
• Get to grips with the procedure for voluntary offers and related rules
• Be appraised of the conduct during the offer and the bid timetable
• Learn about the use of profit forecasts, QFBS and asset valuations, and the relevant rules

Listing Rules and Takeover Code Course Content:

Day One

Background to the regulation

• The EU Prospectus Directive, Market Abuse Regulations and Transparency Directive
• How the regulators operate
• Standard and premium listings
• Categories of premium listing
• 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
  • Exceptions
• 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
  • 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
  • Insider lists
• 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: Babcock 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

Day Two

Introduction to the Takeover Code

• How the Takeover Panel operates
• Companies, transactions and persons subject to the Code
• Enforcement of the Code

The Six General Principles and their application

Key Code definitions

The approach, announcements and independent advice (Rules 1-3)

• Secrecy (Rule 1)
• When announcements are required
• Announcements of possible offers and naming
• Terms and pre-conditions in possible offers
• Automatic 28 day PUSU
• Formal sale processes
• Firm offer announcements (Rule 2.7)
• Consequences of statement of intention not to make offer
• Irrevocable commitments
• Independent advice (Rule 3)

Dealing restrictions, disclosures and share purchases

• Prohibited dealings ( Rule 4)
• Consideration to be offered (Rules 6 and 11)
• Consequences of certain dealings (Rule 7)
• Disclosure requirements in offer period (Rules 8 and 38)
• Timing restrictions on acquisition of shares and exceptions (Rule 5)

Mandatory offers (Rule 9)

• When required
• Conditions which are possible
• Price payable
• Whitewash procedure
• Purchase of own shares (Rule 37)

Voluntary offers

• The acceptance condition (Rule 10)
• The CMA and the European Commission (Rule 12)
• Pre-conditions and conditions in firm offers (Rule 13)
• Partial offer requirements (Rule 36)

Provisions applicable to all offers

• Multiple classes of share capital (Rule 14)
• Convertibles and warrants (Rule 15)
• Deals with favourable conditions and management incentivisation (Rule 16)
• Announcement of acceptance levels (Rule 17)
• Restrictions following offers and partial offers (Rule 35)

Conduct during the offer

• Standards of care for Information (Rule 19)
• Responsibility for information
• Unacceptable statements
• Post-offer undertakings and statements of intention
• Equality of information (Rule 20)
• Restrictions on frustrating action (Rule 21)

Documents

• Overview of document rules (Rules 23 to 27)
• Distribution of documents and checklists (Rule 30)

Profit forecasts, QFBS and asset valuations (Rules 28 and 29)

• Different types of profit forecast
• Reporting requirements
• Disclosures for Quantified Financial Benefit Statements
• Consensus forecasts
• Asset valuation reporting requirements

Outline  timetables (Rules 31 to 34 and Appendix 7)

• Contractual offers
• Schemes of arrangements

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.

Listing Rules and Takeover Code Course Summary:

On day one, 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 and Transparency Directives and the Market Abuse Regulation 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.

On day two, participants will learn about how the Takeover Panel and the Takeover Code operate. The course will examine the circumstances when the Takeover Code is applicable, the relevance of the key principles and rules of the Takeover Code and their application in practice.

The course will cover the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers and the conduct of the parties during an offer period. The course concludes by looking at the timetable for a bid executed by contractual offer or by scheme of arrangement.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules and the current annual report of the Takeover Panel.