other regulatory requirements Flashcards
FCA as UKLA
- prospectus rule
- listing rule
- disclosure and transparency rules
exemptions to prospectus rules
- qualified investors
- fewer than 150 natural persons
- for offers less than a total consideration of 5mill euro pver 12 mtnhs
- where investors acquire at least 100000euro each
- bonus or scrip issue
- non-transferrable securities
- shares admitted are less than 10% of shares already admitted in mrkt
conditions from premium listing
- public company
- market value of: equity at least 30mill, debt at least 200k
- 10% free float
- mngmnt with sufficient experience and expertise that comply with Model code of director’s dealings
- listing particulars or prospectus
- trading history: 3 yrs *
- 12mtnhs working capital *
- sponsors *
higher growth segment (HGS)
firms that cannot yet meet the premium status
- incorporation in the EEA
- commercial company issuing equity only
- free flot of 10%
- CAGr of 20% over 3 years
AIM key roles and conditions for entry
key roles :
- NOMAD
- Broker
conditions for entry :
- public company
- accounts must be IAS compliant
- comply with admissions document
AQSE exchange main board
- similar to the official list
- conditions for entry are the same as the official list
AQSE Exchange growth market
- similar to AIM
- conditions for entry :
appoint and retain an AQSE corporate adviser
24 months of audited accounts
10% free float
at least 12 months working capital
appropriate levels of corporate governance
disclosure and transparency rules
- listed firm has to comply with DTR
by disclosing and controlling inside information (dividends, persons dealing on firms shares, takoevers, price sensitive info)
financial reporting ( annual and 6monthly) - anouncements through regulatory info service (PIP)
- obligations on corporate governance
FCA requires firms that are officially listed to produce ..
half yearly reports
companies act 2006 requires
annual reports
if annual reports or semi-annual are written up then firm can’t deal for
30 days b4 publication
principal-agent problem solutions
- UK code of corporate governance
- stewardship code
- retail distribution review
- cfa code of professional practice
UK code of corporate governance
-board leadership and company purpose
- division of responsibilites
- composition, succession and evaluation
- audit, risk and itnernal control
- remuneration
UK code of corporate governance : board leadership and company purpose
- responsible for long-term success and should establish the firm’s purpose, values and strategy
- necessary resources to meet objectives and measure performance
- effective engagement and participation from stakeholders
uk code of corporate governance: division of responsibilities
- chair leads a board with executives + non-executives
- policies, processes, information, time and resources to function effectively and efficiently
- board and committees have appropriate balance of skills, experience, independence and knowledge to discharge duties effectively
uk code of corporate governance: composition, succession and evlauation
- both appointments and succession plans should be based on merit and objective criteria and promote diversity
- board and committees have skill, knowledge and experience
- annual evalution of composition
uk code of corporate governance: audit risk and internal control
- formal and transparent policies and procedures
- fair, balanced and understandable assessment of the firm’s position and prosepcts
uk code of corporate governance: remuneration
- support strategy and promote long-term sustainable success
- formal and transparent procedure
- directors exercise independent judgement and discretion when authorizing remuneration outcomes
company meetings: right to call
AGM the board
GM the board or 5% or more of the voting shares
notice of meeting and resolutions
AGM -21 days
GM -14 days
ordinary resolution : more than 50%
special : at least 75%
proxy forms
- used to appoint proxy
- deposited at least 48 hrs before meeting
uk disclosure requirements for a notifiable interest
- within 2 business days
person’s discharging material responsibilities (PDMR) must notify listed company of any trades
within the next 3 business days of the date of transaction
EU transparency directive sets initial disclosure level at
5%, 10%, 15%, 20, 25, 30, 50, 75
need to inform within 4 days
enterprise and regulatory reform act 2013
empowers the competition and markets authority (CMA)
CMA has …. to complete initialy sutdy of share of supply test and turnover test for a qualifying merger
40 days
takeover panel
- chairman appointed by the BOE
- funded by takeover panel levy
- independent statutory body
- responsible for writing and monitoring takeover code
takover code application and general ppls
- listed and unlisted plc firms resident in UK, Channel islands or Isle of man
- complies with EU takeover
general ppls : - shareholders to be treated equally
- shareholders given sufficient time to reach decision for the bid
advantages and disadvantages of flotation
adv:
- acquisitions and mergers
- public profile prestige
dis:
- regulations and cost
- market conditions
- investor power
dual listing (to ensure equal treatment of shareholders in voting and cash flow rights)
- separate legal entities
- seperate stock exchange listings
- cross border
- tax advntages
- single board
- integrated mgmt structure
equalisation contracts cover: - dividends
- liquidation
- corporate governance
FCA empowered in its role as listing authority
section 72
FCA empowered in its role as listing authority
section 72
AIM market
- not EU regulated
- MTF
- apply to LSE for admittance
AIM’s companies assigned broker
provide info about the company on SETS
UKLA imposes requirements for firms on LSE to publish reports
- annual reports (max 4 months after end of financial year)
- half yearly reports ( 2 months after midpoint of financial year)
- mngmnt reports
poll vote can be demanded
- shareholders with 10% or more of the voting right
- 5 members having voting rights
- chaiperson
poll vote can be demanded
- shareholders with 10% or more of the voting right
- 5 members having voting rights
- chaiperson
fund managers for authorised, recognised and UCITS scheme notifiable interest
- 5%, 10%
persons with significant control must be held on
statutory register
BEIS objectives
- RAISE PRODUCTIVITY OF THE uk ECONOMY
- improve population skills
- promote world class science and innovation in UK
-deliver conditions for business success - improve economic perfomrance and reduce gap in ecnomic growth rates between regions
