Dates                                                                
 
14 October 2008
8 May 2009
16 October 2009   
 
Course Overview

This course concentrates on drafting the documents required for listed companies raising finance by a rights issue, open offer or placing.
The practical issues in drafting the circular and prospectus are explained.
Participants will also consider the drafting of underwriting and placing agreements and the clauses which are most likely to be subject to negotiation.
The purpose and contents of the non public ancillary documents will be discussed, including comfort letters required from the company, directors and advisers.

Course Content
                            
Rights issues and open offers: main documents
Shareholder authorities and Companies Act pre-emption rights
Treatment of overseas shareholders and fractions
PALs and nil paid dealings
Contents of the circular under the Listing Rules and the
   Prospectus Directive
Supplementary prospectus and withdrawal rights for investors
Underwriting and sub-underwriting
Disposal of the rump

Rights issues and open offers: listing
Documents required for the listing process
Application for listing and sponsor confirmations

Rights issues and open offers: ancillary documents
Working capital report
Comfort letters
Board minutes
Directors’ responsibilities and verification notes

Placing agreements
Contents of a placing agreement
Ancillary documents

Underwriting
The underwriting obligation and conditions precedent
Representations and warranties, indemnities and covenants
Termination clauses
Commissions, fees and expenses
Sub-underwriting letters and brokers’ instruction letter