Listing Rules & The Takeover Code - The Fundamentals

Redcliffe Training Associates

Short course

In City Of London

£ 1,100 + VAT

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Description

  • Type

    Short course

  • Location

    City of london

  • Class hours

    7h

  • Duration

    2 Days

6 SRA CPD Hours

Are you interested in learning the listing rules and the Takeover Code? Hit the ground running with this course.
On day one, participants will learn about the general principles which underpin the Prospectus Rules, Listing Rules and Disclosure and Transparency Rules. You will be taught about the concepts which are involved in the practical application regarding obtaining listings and executing further transactions.
Participants will gain a strong understanding of the role of the sponsor, the conditions and methods of listing, the listing procedures and the contents of prospectuses and all aspects of continuing obligations.
Further, you will gain an appreciation of how the provisions of the EU Prospectus, Market Abuse and Transparency Directives have been brought into UK regulation and you will examine the different requirements of premium and standard listings compared to those of AIM.
On day two, participants will learn about how the Takeover Panel operates in practice and how to apply the six general principles. You will master the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. On day two, the changes announced in September 2011 will also be discussed, where relevant.
You 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.
By the end of this course, participants 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.

This course can also be delivered in-house at your premises.

If you would like further information about the course, trainer, or to request a quote, please contact the center.

Facilities

Location

Start date

City Of London (London)
See map

Start date

On request

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Subjects

  • Listing Rules
  • Takeover code
  • EU Prospectus Directive
  • Transparency Directive
  • Model Code
  • Shareholders' Rights
  • The Class Tests
  • Share Buybacks
  • Drawing up a Prospectus
  • Premium Listings
  • Standard Listings

Teachers and trainers (1)

Former Practitioner

Former Practitioner

Contact us for details enquiries@redcliffetraining.co.uk

Course programme

Course Content:

Day One

Listing of Securities in Europe – the New Regime

  • The EU Prospectus Directive, Market Abuse Directive and Transparency Directive
  • Standard and premium listings

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 Regulation Differences with AIM

  • Premium and standard listings and 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)

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Listing Rules & The Takeover Code - The Fundamentals

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