Chapter 6 ECM Flashcards
What are the differences between Premium and Standard in terms of instruments?
-Premium - UK only
-Premium: include CEIC and OEIC, standard does not
Who does DTR apply to
-disclose transactions by persons with managerial responsibilities
-and their family members (spouse and children only)
When to submit prospectus to FCA?
10 days for secondary issue
20 days for first issue
How many listing principles, and for who
6 principles for premium
2 for standard
What are the 2 listing principles
Medical Officer
Medical
maintain procedure
Officer
open and cooperate with FCA
6 premium listing principles
DIE Armour Training Centre
D
Director responsibility
I
integrity to holders
E
Equal number of votes
Armour
aggregate voting rights
Training
treat all shareholders the same
Centre
communication
Who does HGS apply to?
EU and UK fast growign companies
Criteria of HGS
CAGR 20%, min free float 10% worht 30mil, so 300 mil market cap
-need key adviser of LSE
-need corporate governance statement
What is SFS designed for
Close ended invest funds. Can be Uk and overseas
Who does SFS target
HNWI and qualified investors
How to be eligble for SFS
Disclose post issue free float, need prospectus
-must have key adviser
Requirements to be listed
10% free float, 30mil shares, 200k for debt
Provisions for commerical companies
3 year audited accounts, revenue accounted for by 75% of core business, must have enough workign capital for 12 months
What is the special condition for premium listed
3 year trading history
How long can pre-emption right be waved for
5 years
When can issuer delay disclosure of information
-if can be kept confidential
-not mislead public
Who requires insider list
-both premium adn standard
-AIM need, but only for permanent insiders
how long must insider list be kept for
i- L I S T so…
5 years
What is the price stabilisation period
30 days after IPO/date of allotment
What is sponsor role?
-For premium listing
-Produce and make application for listing
-produce working capital letter
-liaise with FCA, produce and submit documents
What must sponsor also submit?
sponsors declaration to confirm that issuer and applicant satisfied all requirements under LR
When is the sponsor declaration submited?
When is shareholder statement submitted
On the day confirming the FCA need to consider the application
Shareholder statement - required for first time issue.
-prepared by sponsors and submitted by 9am the day FCA needs to consider the application
What are the 5 types of primary offerings
PIISS
PIISS?
Placement, introduction, intermediary, sale, subscription
Which one is not a marketing function
Introduction
Which one has tax benefits?
offer for subscription
What are the secondary offers
Vendor placement - for acquisition
Rights issue - Can sell
Open offer - cannot sell, max discount
Rights issue
What is DTR chapter 5
Need to disclose if shareholder reach threshold
WHat are the threshholds
3% for UK issuer and every 1% after
5, 10, 15, 25, 30, 50, 75 for non-UK
What are exemptions
Market maker - 10%
Investment companies - 5%
When to disclose shareholdings (if acquire significants amounts)
by 2nd business day,
4 days for nonUK issuers
What must issuer disclose
Changes to voting rights, total voring rights of each class
When to disclose this? (changes to voting rights, total voting rights of each class etc.)
Immediately, no later than next business day
What is class test? Who is it for
For premium issuers, if they enter into transactions that require shareholder approval
What are the class tests?
Profit test: Target/Acquirer
Asset: Target/Acquirer
Consideration: Consideration/Acquirer market cap
Capital: target/acquirer
What are the types of transactions
Residual: less than 5%, dont need disclose
Class 2: 5-25%, disclose ASAP
Class 1: 25% or more, need ordinary resolution at GM with circular approved by FCA
What is required for class 1
Sponsor, class 1 circular approved by FCA,
Who can list on AIM?
UK and overseas
Requirements for AIM
Must be PLC, no min float, no min trading history, need public admission document
For AIM companies, when must pre-admission document and application form be given to LSE
A D M I T T O L S E
A I M
Admission document: 10 days
Application form 3 days with NOMAD declaration
For AIM, when must the application form be submitted to LSE. What does it include
3 days before, include nomad’s statement on suitability
Does AIM company need corporate governance code
Yes
How to be Nomad
practise corporate finance for 2 years, 4 qualified exectuvies, acted in 3 transactions in past 2 year
The qualified executives is: in finance for 3 years, 3 transactions in 3 years
Under PRR, need prospectus?
Need prospectus if want to issue to retail
if to qualified investors only, dont need
What does not require a prospectus
Placing and introduction
What document needs to be approved by what
Prospectus - FCA and LSE
Admission document - approved by nomad
What is quoted applicant
on AIM for 18 month. dont need admission document
AIM companies dont need to disclose major shareholdings if
Registered overseas
Who does LR apply to?
Listed companies
6 principles for Premium. 2 for standard
Who does DTR apply to
In general to listed companies
Who does PRR apply to
All companies public and private
How long do shareholders have to consider a rights issue?
14 days
Does HGS need corporate governance statement?
Yes
Is sponsor on list of LSE or FCA?
Is Nomad on list of LSE or FCA?
Sponsor - FCA
Nomad - LSE
