8 - REGS Flashcards

1
Q

LSE responsibilities

A
  • providing prim ary secondary market
  • supervising member firms
  • regulating markets it operates
    -recording all transactions
  • disseminating price sensitive info via RNS
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2
Q

secs traded on LSE

A

shares of domestic plcs (either full listing or UK plcs on AIM)
ETFs
international equities
UK corp bonds
UK gov bonds
local authority FI secs
international bonds (including eurobonds)

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3
Q

LSE primary services

A

equity markets and primary issuance - capital raising via 4 main markets
- main market
- ISM (International secs market)
-PSM (profesh secs market)
-AIM

trading services - active liquid sec market

information services - real time pricing, news and other info

MTF and derivs
= Millenium exchange processes trades from MTF venues
this platform expands ability to process deriv trades but bulk of custom derivs bis is conducted off exchange

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4
Q

regulatory structure of UK market

A

Bof E including FPC
FCA
PRA
HMT
Panel on takeovers and mergers
Exchange membership and rules

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5
Q

COmpanies act

A

details general reqs for companies
many versions over the years
2006 act = overhaul of prev versions

key areas
- comp name
- memorandum of association
- articles of association
- share cap and maintenance cap
- meetings
- comms with shareholders
- directors duties
- comp sec and comp record
- annual reports and accounts

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6
Q

FCA role

A

has to recognise exchange before it is allowed to operate in UK - making it a RIE
- asses whether xc has sufficient systems and controls to run market

through UKLA - FCA lays rules down that must be met by comp before listing

consumer protection - supervises and enforces rules on regulated firms

FCA via UKLA can suspend listing of secs on LSE tho LSE is responsible for operation of xc

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7
Q

FPC

A

FPC - financial policy committee

macro prudential regulator within BoE to monitor and respond to systemic risk

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8
Q

HMT

A

econ and public finance ministry - overall responsibility for fiscal pol
supervisory role for UK financial framework
headed by chancellor of exchequer

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9
Q

POTAM

A

panel on takeovers and mergers

reqs set out in code consisting of 6 general prins
designed to ensure shareholders treated fairly
structured framework within which takeovers are conducted

1 - holders of secs in offeree comp of same class must get equiv treatment
2- sufficent time and info to decide
3- board must act in best interests of comp
4- false markets must not be created in shares of either comp
5- offeror must announce bid only after insuring they can pay
6- offeree comp must not be hindered in ops longer than necessary by bid

PTM levy £1 for any transaction over 10k on london exchanges

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10
Q

trade associations and professional bodies

A

UK finance - association for UK banking and financial services

IA - investment association - trad ebody for asset management industry

AIC - association of investment comps - classifies investment trusts by sector

CISI - professional body for secs and investment industry

PIMFA - mission to create optimal operating environment so member firms and focus on delivering best service to clients and responsible stewardship

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11
Q

Investment association - IA

A

trade body for UK asset management industry
classification system for unit trusts, OEICs, and ETFs
- growth, capital protection, income, specialist
- sub classes include index trackers and ERS funds (esg)

revised definition os esg funds in 2019 to be more in line with GSIA - help investors understand better

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12
Q

PIMFA

A

Personal Investment Management & Financial Advice Association
- trade association for firms that provide IM or financial advice

6 objectives
- Represent diverse range of firms in the investment and financial advice industry
- Provide the industry with leadership
- Lead the debate on policy and regulatory recommendations
- Promote the industry as a catalyst to develope a culture of savings and investment in the UK
- Promote a greater understanding of the sector
- Facilitate dialogue across industry stakeholders, whilst developing best practice guidance

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13
Q

advantages and disadvantages of listing

A

ADV
- easier and less expensive acces to capital
- raises profile
- increased liquidity and marketability
- diversify investor base
- attracting better management and employees via liquid equity participation
- facilitating acquisitions

DISADV
- dilution of control
- legal, accounting and marketing costs
- increased regulatory scrutiny
- risk of becoming takeover target
- risk of funding tarket not being met
-required public dissemination of info

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14
Q

LSE listing reqs

A
  • Minimum market capitalisation £30m
  • Minimum market value of bonds (if issued) £200K
  • > 10% freely available/free float
  • No restrictions on sale
  • 3 years audited accounts
  • Directors – experience and expertise
  • 12 months working capital
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15
Q

AIM listing reqs

A

less rigorous than LSE
- no min market cap, free float or trading record required

  • NOMAD - nominated advisor - must be appointed to advise directors in complying with AIM rules and prospectus preparation
  • nominated broker - market and facilitate trading + provide ongoing info
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16
Q

AQSE - Aquis stock exchange

A

formerly NEX exchange and ISDX
trading platform for secs not on LSE manin market or AIM + other secs traded on its own market

ASQE main market - EU reg market for large comps whose secs are officially listed and reg by FCA or EU compliant authority w/ track record of > 3 yrs

ASQE growth market - earlier stage growth comps divided into access and apex segments w/ different admittance reqs less stringent than AIM w/simple ongoing obligations

AQSE trading - secondary trading market for EU listed secs

17
Q

NYSE listing reqs

A

different methods of meedting min reqs

distribution and size criteria - MUST = all 3
- min 400 holders
- at least >1.1mn outstanding shares
- market val >100mn (40mn for IPO)

stock price criteria - MUST
- >$4

financial criteria EITHER

earnings test
- pre tax income >10mn last 3 years
- 2 most recent years must be >2mn
-aggregate of last 3 years must be +

valuation with cash flow
- global market cap >200mn

18
Q

NASDAQ listing reqs

A

must meet main rules

  • min 1.25mn public shares
  • min bid >$4 per share
    -3 or more MM for each stock
  • at least 400 round lot shareholders (each with 100 or more shares)

+ at least 1 of these listing standards

  1. earnings
    pre tax earnings >11mn in prev 3 years, min 2.2.mn last 2 years, no net loss last 3 years
  2. capitalisation w/ CF
    aggregate CF >27.5mn prev 3 years with no neg CF , average MC >550mn, rev >110mn last year
  3. capitalisation w/ revenue
    CF reqs of 2. removed if MC >850mn and rev >90mn
  4. assets with equity
    total assets>80mn and stockholders equity >55mn, CF reqs eliminated and MC reduced to >160mn
19
Q

SSE and SZSE listing reqs

A

CHINA

SSE = Shanghai SE
-main board = larger comps
- STAR market (science and tech innovation board)

SZSE = Shenzhen SE
= main board - large comps (includes former SME board shares in circulation CNY100mn)
- ChiNext - mainly high tech comps

listing reqs for both
- incorporated in China
- share cap >CNY30mn before issuance for main and after for ChiNext
-min free float 25% total listed shares

other critera on profit, op CF, intangible assets but no req for min 3 year track record