Timetable - Retail and Institutional

Question 1

Pre-launch

Answer 1

1. Planning Stage - 12-24 weeks before Launch
   Advisers appointed, DD commences, preliminary meetings regarding structure of offer
2. 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)
3. Release of PITF announcement - Not prescribed in rules, typically 2-3 weeks before launch
4. 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)
5. 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.
6. 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.

Question 2

Launch

Answer 2

1. Approval by FCA and publication of price-range prospectus
   PRICE-RANGE Prospectus approved by FCA. Once approved, must be published: 3.2.1
   Bookbuilding formally commences, including further roadshows and presentations
   Note: price-range prospectus must be published before the offer, per s. 85(1) FSMA/3.2.2
2. Retail offer takes place - 1-2 weeks after launch
   Retail offer takes place - must be open for at least six working days where there’s public: PRR 3.2.1 EU/Art 21(1) Prospectus Regulation
   Bookbuilding process takes place in parallel, enables the company to set the price which it announced
3. Offer price determined and announced -
   Pricing statement, setting out the agreed price/number of shares, filed with the FCA:
   PRR 2.3.2EU/Art. 17(2), made available to public ASAP.

Question 3

Preparation for Hearing

Answer 3

1. 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.
2. 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
3. Admission hearings take place
   For listing by FCA and for trading by LSE.

Question 4

Admission

Answer 4

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

Question 5

Full timetable

Answer 5

PRE-LAUNCH
1. Planning Stage - 12-24 weeks before Launch
Advisers appointed, DD commences, preliminary meetings regarding structure of offer

2. 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)
3. Release of PITF announcement - Not prescribed in rules, typically 2-3 weeks before launch
4. 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)
5. 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.
6. 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. Approval by FCA and publication of price-range prospectus
PRICE-RANGE Prospectus approved by FCA. Once approved, must be published: 3.2.1
Bookbuilding formally commences, including further roadshows and presentations
Note: price-range prospectus must be published before the offer, per s. 85(1) FSMA/3.2.2

8. Retail offer takes place - 1-2 weeks after launch
   Retail offer takes place - must be open for at least six working days where there’s public: PRR 3.2.1 EU/Art 21(1) Prospectus Regulation
   Bookbuilding process takes place in parallel, enables the company to set the price which it announced
9. Offer price determined and announced -
   Pricing statement, setting out the agreed price/number of shares, filed with the FCA:
   PRR 2.3.2EU/Art. 17(2), made available to public ASAP.

PREPARATION FOR HEARING AND HEARING
10. 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.

11. 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
12. Admission hearings take place
    For listing by FCA and for trading by LSE.

ADMISSION
13. 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