Official List: Documentation for Flotations
Corporate finance training
Corporate finance training programmes
Official List: Flotations overview
AIM: Flotation: overview
AIM: Documentation for flotations
Prospectuses: drafting

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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Flotations

Official List: Documentation for Flotations

An intermediate level course covering the documents required for admission to the Official List.

CPD: 6 hours

Level: intermediate

OBJECTIVES

This course covers the main issues relating to drafting of a prospectus and related documentation. After the course participants should have a good grasp of the main items to be covered in the relevant documents and those areas which are likely to be contentious. Participants will be able to draft or review documents taking into account the main points which arise in practice.

The course will include a review of examples of publicly available documentation relating to listed companies.

COURSE OUTLINE

Part 1. Overview

• The process for admission to the Official List.
• The documents required.

Part 2. Prospectus

• Contents of a Prospectus including:
  • The form and layout.
  • Cover pages: what should be included?
  • Key information and risk factors.
  • Business and financial information.
  • Details of the offer and contractual terms.
  • Additional information.

Part 3. Other principal documents

• The drafting of a placing/underwriting agreement and placing/sub-underwriting letters will be considered and issues to be aware of will be explained.
• Sponsor’s agreement and brokers’ agreement.
• Due diligence reports.

Part 4. Internal company documents

• Participants will highlight changes which will be needed to a company’s constitutional documents and consider internal compliance matters which should be addressed.
• Adoption of new articles.
• Directors’ service agreements/Letters of appointment of non-executive directors.
• Corporate governance and committee structure.
• Model Code or equivalent

Part 5. Announcements and marketing

• Issues to be aware of in relation to drafting announcements, pathfinders and presentations will be explained.
• Announcement of flotation.
• Publication of the prospectus.
• Presentations.
• Pathfinders.

Part 6. Supporting documents

• The contents of ancillary documents including directors’ responsibility letters, comfort letters and verification notes will be considered.
• Disclosures of interests in shares by directors/major holders
• Directors’ duties memorandum.
• Directors’ responsibility letters and powers of attorney.
• Accountants’ comfort letters for the company and Sponsor.
• Company comfort letters for the Sponsor.
• Directors’ comfort letters for the Sponsor.
• Solicitors’ comfort letter for the Sponsor.
• Verification notes.
• Board minutes.