Listed and AIM companies: continuing obligations
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An explanation of course levels:

• Introductory: for those new to the subject.

• Intermediate: for delegates with some prior knowledge of the subject.

• Advanced: for delegates with substantial knowledge of the subject.

• Update: for delegates with or without prior knowledge of the subject.

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Corporate finance general

Listed and AIM companies: continuing obligations

An intermediate course providing an overview of the continuing obligations affecting companies with a listing on the UK Official List and how the requirements are different for companies with securities traded on AIM.

CPD: 6 hours

Level: intermediate

OBJECTIVES

This course provides an in depth analysis to enable professionals to advise with confidence on the continuing obligations applying to listed and AIM companies. The course covers the continuing obligations under the Listing Rules (including the changes made as a result of the recent review of the listing regime), the Disclosure and Transparency Rules and the AIM Rules, as well as relevant legal provisions such as market abuse and insider dealing legislation.

COURSE OUTLINE

Part 1. Overview of the listing regime

• Premium and standard listing and the impact of the recent changes.
• When a sponsor is required to be appointed and the obligations of the sponsor.
• How a sponsor’s obligations differ from those of a Nomad for an AIM company.

Part 2. Continuing obligations

• The Listing Principles.
• General continuing obligations.
• Cancellation of listing and the requirement for shareholders’ approval.
• Corporate governance and recent changes to the Listing Rules and Disclosure and Transparency Rules.

Part 3. Circulars to shareholders

• Allotment authorities, pre-emption rights and Pre-emption Group guidelines.
• Rights issues, open offers and placings.
• Contents of circulars, routine circulars and when the approval of the FSA is required.

Part 4. Transactions by listed companies

• Class transaction classification rules and how they differ from the equivalent AIM rules.
• Related party transactions.
• Shareholders’ approval and contents of circulars.

Part 5. Purchase of own shares

• Restrictions on the price and shareholders’ approval.
• Timing restrictions and the market abuse safe harbour.

Part 6. Announcement obligations and control of inside information

• General obligation to keep the market informed under the Disclosure and Transparency Rules.
• Additional obligations under the Listing Rules.
• Annual filing requirement under the Prospectus Rules.
• Control of inside information under the Disclosure and Transparency Rules.
• Relevant provisions of the AIM Rules.

Part 7. Share dealing and disclosures

• Disclosure of dealings by directors and managers under the Disclosure and Transparency Rules.
• The Listing Rules’ requirements and the Model Code.
• Disclosure of dealings by shareholders under the Disclosure and Transparency Rules.
• The AIM Rules.

Part 8. Consequences of breach of the rules

• Sanctions under the Listing Rules, Disclosure and Transparency Rules, Prospectus Rules and AIM Rules.
• The legal position: Insider dealing, market abuse and section 397 FSMA.