Timetable - Institutional Only Flashcards
Timetable
PRE-LAUNCH
1. Planning Stage - 12-24 weeks before Launch
Advisers appointed, DD commences, preliminary meetings regarding structure of offer
- Submission of draft documents to FCA for review - 6-12 weeks before Launch
Submission of draft docs (Registrtion Doc and Price-Range Prospectus) to FCA for review at least 20 WORKING days before intended approval date - PRR 3.1.6R(2)(b) (as it is a new applicant)
FCA must respond in 20 working days for new and 10 for subsequent submission: PRR 3.1.2 Arts. 20(2) and (3) - Release of PITF announcement - Not prescribed in rules, typically 2-3 weeks before launch
- Approval of Registration Document by FCA -
2-3 weeks before launch
FCA must approve a prospectus (or a registration document) before it can be published: PRR 3.1.10EU/Art. 20(1), Prospectus Regulation. Cf. PRR 3.1.11R, which applies the relevant provisions to any registration document that is being issued separately) - Publication of registration document - 2-3 weeks before launch
Publication of registration document - it must be published in accordance with PRR 3.2/Art. 21, Prospectus Regulation
COB sourcebook Rules: if co not prepared to give UA access to analyst’s presentation, then unconnected analysts invited to apply for access to information – minimum seven day period before any research can be released. - Release of CITF - 1-2 weeks before launch
Earliest date research can be published for institutional investors to access.
Marketing begins, preliminary presentations and roadshows, final preparations before launch.
LAUNCH
7. Opening of offer, bookbuilding begins
The Pathfinder is sent to prospective placees - i.e. institutional investors – instead of the approved prospectus, used as a marketing tool with insitutional investors during the bookbuilding process
Note that the Pathfinder itself is only a draft, not a final prospectus, with key information on the number of shares being offered and the offer price left blank, so it does not require (an could not receive) FCA approval – SO IF IN EXAM IT SAYS APPROVAL OF PATHFINDER, DELETE
Bookbuilding process takes place – market practice is 1-2 weeks
No minimum offer period under the PRRs, so can be much quicker
- Price Determined
Shortly after close of bookbuilding, price, final number of shares to be offered and allocations are confirmed but not publicized. – so if you see in exam publication of pricing statement, delete - Final Price and number of shares inserted in the prospectus
- FINAL PRICE prospectus submitted to FCA and approved
The final prospectus must be approved by the FCA before submission of the “48 hour” documents referred to below due to the requirements in LR 3.3.2R (which provides that approved prospectus is one of required docs)
Typically, this would happen on the morning of the day that the 48 hour documents are due (which is midday two days before admissions hearing)
Note that under PRR 3.1.6R(3) the final version of the draft prospectus must be submitted to the FCA before midday on the day on which approval is required to be granted.) - Publication of final price prospectus
Once approved, prospectus must be made available to public by issuer: PRR 3.2.1EU/Art. 21(1), before admission: s. 85(2) FSMA
PREPARATION FOR HEARING AND HEARING
12. Submission of “48 hour” documents to FCA & LSE - By 12pm two business days before admission hearings: LR 3.3.2
The docs are set out in 3.3.2R, include the signed application form for listing and the prospectus approved by FCA.
- Submission of Shareholder Statement - by 9am the morning of the hearing: LR 3.3.3R(1)
N.B. The Shareholder Statement sets out which shares the company expects to be in public hands no later than the time of admission - Admission hearings take place
For listing by FCA and for trading by LSE.
ADMISSION
15. Admission to Listing and Trading: LR 3.2.7 - 0 - 2 weeks after Launch
Admission to listing and trading – next business day after admission hearings
CREST accounts credited
Unconditional dealings in shares commence
