The Listing Rules & The Takeover Code – The Fundamentals

Course Overview:

 On day one participants will learn about the general principles which underpin the new Prospectus Rules, Listing Rules and Disclosure Rules and be taught about the concepts which are involved in their practical application regarding obtaining listings and executing further transactions. 

They will gain a strong understanding of the role of the sponsor, the conditions and methods of listing, the listing procedures and the contents of listing particulars and all aspects of continuing obligations.

They will appreciate how the EU Prospectus Directive has been applied in the preparation of the new rulebooks which replaced the existing FSA Listing Rules in July 2005, and learn about the consequences of the Transparency Directive which took effect in January 2007.

On day two participants will learn about how the Takeover Panel operates in practice and how to apply the six general principles. They will master the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions.

They will also gain a strong understanding of voluntary, mandatory and partial offers as well as the principles of the bid timetable and the conduct of the parties during an offer period.

They will be able to advise clients on the circumstances when the Code is applicable, the relevance of the key rules of the Code, the application of the Code in practice and the documentation requirements of the Panel.

Day two takes account of the changes announced in September 2011 where relevant.

Course Content:

Day One

Listing of Securities in Europe – the New Regime

• The EU Prospectus Directive
• The EU Market Abuse Directive
• The EU Transparency Directive

Listing Rules

• Listing principles
• Requirements for listing
  • Principal conditions
  • Three year track record
  • Special types of issuer
• Listing application
• Suspension, cancellation and restoration of a listing
• Sponsors
  • Role and responsibility
  • Criteria for approval
• Continuing obligations
  • Model Code
  • Shareholder rights issues
  • Documents requiring prior approval
  • Methods of listing (initial and subsequent)
• Significant transactions
  • The Class tests
  • Break fee rules
• Related party transactions
• Share buy-backs
• Specialist areas covered by the listing rules

The Disclosure and Transparency Rules

• Principal concepts
• Disclosure and control of inside information by issuers
• Annual reports, interim reports and interim management statements
• Disclosure of holdings

Prospectus Rules

• Requirement to produce a prospectus
• Drawing up a prospectus
• Approval and publication of a prospectus
• Third country issuers
• The “Building Blocks” concept

Key Differences with AIM

Day Two:

Introduction to the Takeover Panel

• Composition and role
• Enforcement
• Applicability of the Takeover Code



The Six General Principles and their Application

Key Code Definitions

The Approach, Announcements and Independent Advice (Rules 1-3)

Dealings and Restrictions on the Acquisition of Shares

• Prohibited dealings (including Rule 4)
• Consideration to be offered (Rules 6 and 11)
• Disclosure requirements (Rules 7,8 and 38)
• Timing restrictions (Rule 5)

Mandatory Offers (Rule 9)

Voluntary Offers

• The acceptance condition (Rule 10)
• Subjectivity and pre-conditions (Rule 13)
• Partial offers (Rule 36)

The Competition Commission and the European Commission (including Rule 12)

Provisions Applicable to all Offers

• Multiple classes of share capital (Rule 14)
• Convertibles and warrants (Rule 15)
• Special deals with favourable conditions (Rule 16)



Outline Bid Timetable (Rules 31 to 35)

Conduct During the Offer

• Information (Rule 19)
• Equality of information (Rule 20)
• Restrictions on frustrating action (Rule 21) 

Profit Forecasts and Asset Valuations (Rules 28 and 29)

Delivering this course in-house for you to a number of participants could be very cost effective. Please call us on 020 7387 4484 to discuss this further.

If you have any questions about this seminar please write to us at post@redcliffetraining.co.uk.