CTC - Corporate Finance Training programmes Rights Issues, Open Offers and Placings Documents

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.

Public company transactions

Rights issues, open offers and placings: documents

This course concentrates on the drafting of the documents required for listed companies raising finance by a rights issue, open offer or secondary placing.

CPD: 6 hours

Level: intermediate

OBJECTIVES

With debt finance being harder to obtain many more companies are looking to raise equity finance through rights issues, open offers and placings. Following the course, participants should be able to advise on a rights issue, open offer or placing with knowledge of the current legal and regulatory background.

The course covers the process and documents required and the practical issues arising. The purpose and content of the ancillary documents will be discussed, including comfort letters required from the company, directors and advisers.

COURSE OUTLINE

Part 1. Rights issues and open offers: main documents

Shareholder authorities and 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.

Part 2. Rights issues and open offers: listing

Documents required for the listing process.
Application for listing and sponsor confirmations.

Part 3. Rights issues and open offers: ancillary documents

Working capital report.
Comfort letters.
Board minutes.
Directors’ responsibilities and verification notes.

Part 4. Placings

The placing process.
Cashbox placings.
Contents of a placing agreement.
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.
Ancillary documents.