Key Benefits
- Understand how to apply the revised Listing Rules for IPOs, major acquisitions, disposals, secondary equity issues and other continuing obligations
- Examine the reduced requirement for producing prospectuses and their content
- See how to identify, and the disclosures required for, inside information
Do You Need to Attend This Course?
This two-part course is a "need to know" for:
All professionals advising on the new, lighter regulation of Official List companies for the listing of shares and their continuing obligations.
The content covered will give you a significant technical advantage in understanding the rules for the preparation of prospectuses for IPOs and large share issues, the requirements when Official List companies make major acquisitions and disposals and how quoted companies should identify and disclose inside information.
This course is also a “nice to know” for:
Part 1 of the course for professionals advising companies considering an IPO on AIM or AQSE (Aquis Stock Exchange) or a reverse takeover when quoted.
Other advisers and corporates considering UK quoted company transactions.
Technical Content
Part One
The New Prospectus Rules
Background to the Regulation of Equity Securities
FCA disclosure and transparency rules training begins by looking at the Primary Markets Effectiveness Review
The three Official List Rule Books
The new Public Offers and Admissions to Trading Regulations (POATRs)
The POATRs
Objective
The prohibition of offers to the public
What are the exemptions?
Effective date
The New PRM Prospectus Rules: Admission to Trading on a Regulated Market
An integrated sourcebook
The requirement to produce a prospectus
Exemptions, including an increased threshold for secondary issues
Voluntary prospectuses
Admission to trading changes
Contents of a PRM prospectus
Relaxed rules for summary
Risk factors
Historical financial information, including complex financial histories
Working capital statements and new guidance
Forecast and pro forma disclosure
New Protected Forward Looking Statements: benefits and exclusions
New requirement for climate-related information
Incorporation by reference and omissions
Universal Registration Document
Simplified prospectus for secondary issues
Exemption document for share takeovers
New FCA rules for Multilateral Trading Facility prospectuses and exceptions
New procedures for approval, publication and availability of a prospectus
Supplementary prospectuses
Advertisements
Rules which can be waived
Responsibility for the prospectus
The FCA Disclosure Rules
Disclosure transparency rules and control of inside information by issuers
What constitutes inside information?
Is an immediate announcement necessary?
Selective disclosure
Market rumours
Insider lists
Person Discharging Managerial Responsibilities dealings
Part Two
The FCA's updated UK Listing Rules (UKLR)
The new equity listing categories for companies from July 2024
Applicability of rules and general matters
The Listing Principles
General requirements for listing on the Official List
When a Sponsor is required under new rules and Issuer's responsibility
Eligibility for Equity Shares Commercial Companies Category (ESCC) Reduced requirements
Companies with a controlling shareholder
Examples
New, more flexible provisions for dual-class share structures
Free float requirement
Types of flotation
Continuing obligations
Continuing eligibility requirements
Other continuing obligations
Documents requiring prior approval
Significant transactions
Reduced requirements
Enhanced notifications
Definitions and guidance
Reverse takeover requirements
The class tests
Figures to use and adjustments
Specific requirements
Worked example
Related party transactions
Reduced requirements
New definitions and guidance
Exceptions
Case study
Share issues after flotation
Pre-emption rights
Discount
Share buy-backs
Types of issue
Circulars
Shell Companies Category
International Companies Secondary Listing Category
Transition Category
Listing processes and procedures
Suspension, cancellation and restoration of a listing
Transfer between listing categories
Rules for being a Sponsor
Role
Sponsor Principles
New criteria for approval
Comparison of ESCC, Transition Category and AIM (Alternative Investment Market)
Training Objectives
Learn about how the POATRs and PRM have replaced the Prospectus Regulation Rules.
See how the relaxation of the requirement for a prospectus affects secondary equity issues.
Examine how the contents of prospectuses have been modified
Understand how the changes to the FCA Prospectus Rules and Listing Rules make the UK market more competitive.
Explore the reduced requirements for Equity Shares Commercial Companies Category (ESCC), replacing the Premium Listing.
Learn about how continuing obligations, such as the class tests, have changed.
Look at the changes to the role of sponsor.
Understand the key differences between the ESCC, the Transition Category and AIM.
Examine how the Disclosure Rules affect transactions and other price-sensitive information.
Training Course Summary
This FCA listing, disclosure and transparency rules course educates you on the general principles which underpin the FCA Listing Rules, PRM Prospectus Rules and Disclosure Rules. You will master their practical application regarding obtaining listings and executing further transactions.
You 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.
Participants will also appreciate how the provisions of the PRM Prospectus Rules and the Market Abuse Regulation work in the UK and examine the different requirements of ESCC listings.
In addition to comprehensive slides, the course documentation includes summaries of FSA/FCA enforcement cases for breaches of the rules.
Your trainer
Course Trainer · 10 yrs experience
- Corporate Finance Regulatory Courses
Experience
Redcliffe's trainer is a UK corporate finance adviser with broad experience in UK equity market regulation. Following a 15-year career in the City advising major European companies, he has been presenting corporate finance courses on takeovers, London listings, disclosure guidance and transparency rules, and the FCA's market abuse and transparency regulation, as well as providing independent corporate finance advice and assistance to clients and professional firms.
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 S.G. Warburg advising on a wide range of corporate finance transactions. He joined 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 as a partner in charge of international corporate finance. During this period, 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 complex UK transactions, both medium-sized and large, including public takeovers, restructurings, privatisations, private acquisitions and sales, listings and equity-linked issues. During the last fifteen years, he has produced and delivered many corporate finance sessions. In particular, specialising in the development of the Takeover Code and takeover tactics and stock market regulation for companies quoted in the UK, including the FCA Listing Rules, the FCA Disclosure and Transparency Rules and the FCA Prospectus Rules.
Previous Deals
He has advised on a wide range of complex transactions, both medium-sized and large. These have included:
The public takeover bid by Lafarge SA for Blue Circle plc and by Infogrames SA for Gremlin plc
The restructuring of Eurotunnel plc and SA
The privatisation of British Telecom
Private acquisitions and sales, UK FCA listing and equity issues
Training Style
Our FCA disclosure transparency rules specialist 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 to ensure that the points are understood.
This trainer also presents Redcliffe Training's courses on Advanced Takeover Code and Introduction to The Takeover Code.
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