Listing Rules & Takeover Code Fundamentals Course

 Location: London (Central)

 Dates: 04.12.2012 - 05.12.2012  Duration: 2 Days  Price: 1,100.00 GBP

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 Code operates in practice, the role of the Takeover Panel, the applicability of the regulatory infrastructure 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.

Where relevant, the changes being made to the Takeover Rules in 2011 will be explained.

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.


Course categories:Corporate Finance Courses, Accounting & Finance Courses, Back Office Courses, Capital Markets Courses, Corporate Banking Courses, Equities Courses, Investment Banking / M & A Courses, Legal Compliance Courses, Operations Settlements Clearing Courses, Private Equity / Venture Capital, Back Office Inhouse Courses , Capital Markets Inhouse, Corporate Banking Inhouse, Corporate Finance Inhouse, Corporate Restructuring Inhouse, Legal / Compliance Inhouse, Risk Management Inhouse

COVERED TOPICS

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)

  • The approach (Rule 1)
  • Announcements (Rule 2)
  • New 2011 rules relating to offer announcements (Rule 2)
  • Independent Advice (Rule 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)

  • When a mandatory offer is required
  • The chain principle
  • Rule 9 whitewashes

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 (Rules 14-18)

  • Multiple classes of share capital (Rule 14)
  • Convertibles and warrants (Rule15)
  • Special deals with favourable conditions (Rule 16)

Outline Bid Timetable (Rules 30 to 35)

Conduct During the Offer

  • Information (Rule 19)
  • Equality of information (Rule 20)
  • Restrictions on frustrating action (Rule 21)
  • New 2011 rules relating o break fees (Rule 21)

Profit Forecasts and Asset Valuations (Rules 28 and 29)

REGISTRATION & PRICING INFORMATION

Contact us if you are looking to book multiple participants as we offer discounts as follows:

  • 1-2 participants - full price
  • 3-4 participants - 15% discount
  • 5-6 participants - 20% discount
  • 7-8 participants - 25% discount
  • Over 9 participants - 30% discount

For more information or to be contacted by the event provider please fill this form:

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Price: 1,100.00 GBP
Location: London (Central)
Event date: 04.12.2012 - 05.12.2012
Event duration: 2 Days
Event time: 09.30 h - 17.00 h

ADDITIONAL DATES

CONTACT US
Contact Our Help Desk

Email: info@financialveritas.com

Phone: +44 208 133 5917

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