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

Transcription

1 Introduction to The FCA Listing, Disclosure and Transparency and Prospectus Rules This course is presented in London on: 11 October 2018, 27 February 2019, 02 October 2019 This course can also be presented in-house for your company or via live on-line webinar The Banking and Corporate Finance Training Specialist

2 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 Course to Overview 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 Course Content 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

3 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 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. Course Summary 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.

4 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. What Redcliffe s clients are saying about the course: Excellent use of real examples to illustrate how the rules work in practice made the course both interesting and enjoyable. --Corporate Solicitor, Pinsent Masons Good with examples and actual cases to reflect over the rules. --Legal Counsel, DNB Bank Pitched at a very good level. Very thorough and well presented with all questions openly answered. --Partner, Eversheds Sutherland

5 09:30-17:00 London Standard Price: 550 +VAT Membership Price: VAT In-House Training Delivering this course in-house for a number of participants could be very cost effective. The venue and timing can be agreed to suit the client, as well as the selection of the trainer and the precise contents of the seminar. Tailored Learning All of our training courses can be tailored to suit your company s exact training needs. We will work closely with you to help develop a training programme with content that is unique for your organisation. Please us on enquiries@redcliffetraining.co.uk for more information E-Learning This course can also be presented as a bespoke e-learning programme created by you to fit your exact requirements.