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LPC Law Notes Corporate Finance Notes

Alternatives To A Premium Listing Alternative Investment Market Notes

Updated Alternatives To A Premium Listing Alternative Investment Market Notes

Corporate Finance Notes

Corporate Finance

Approximately 155 pages

A collection of the best LPC Corporate Finance notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through dozens of LPC samples from outstanding students with the highest results in England and carefully evaluating each on accuracy, formatting, logical structure, spelling/grammar, conciseness and "wow-factor".
In short these are what we believe to be the strongest set of Corporate Finance notes available in the UK this year. This collection of notes is fully...

The following is a more accessible plain text extract of the PDF sample above, taken from our Corporate Finance Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:

Corporate Finance: SGS 3: Alternatives to a Premium Listing: Alternative Investment Market

INDEX OF ABBREVIATIONS

- RIE – Recognised Investment Exchange

- IPO – Initial Public Offering

- PR – Prospectus Rules

- LR – Listing Rules

- DTR – Disclosure Guidance and Transparency Rules

- LP – Listing Principles

- PLP – Premium Listing Principles

- FSMA 2000 – Financial Services and Markets Act 2000

- RAO – Financial Services and Markets Act 2000 Regulated Activities Order 2001

- FPO – Financial Services and Markets Act 2000 Financial Promotions Order 2005

- MAR – Market Abuse Regulations

- CJA – Criminal Justice Act 2002

- FSA – Financial Services Act 2012

- UK CGC – UK Corporate Governance Code

- RCF – Revolving Credit Facility

- LSE – London Stock Exchange

- AIM – Alternative Investment Market

- FCA – Financial Conduct Authority

- MAC - Material Adverse Change

- EoD – Event of Default

THE AIM RULES

- AIM Rule 1: Nominated Adviser (Nomad) – AIM applicant company must appoint a NOMINATED ADVISER AND retain that nominated adviser at all time – Nomad responsible for:
(a) determining whether company appropriate for admission to AIM;

(b) managing AIM flotation process; and

(c) providing guidance/advice to AIM company during listing process + whilst company’s shares listed on AIM.

- If AIM company does not have a Nomad AIM will SUSPEND TRADING in company’s shares until a replacement Nomad is appointed + Company’s admission to AIM will be CANCELLED if new Nomad not appointed within 1 month.

- AIM Rule 2: Pre-Admission Announcement – Unquoted applicant must make pre-admission announcement through a Regulatory Information Service (RIS) at least 10 BUSINESS DAYS before expected date of admission – must provide the LSE with information specified in AIM Rule Schedule 1 including:

(a) name + country of incorporation + registered office address + website address;

(b) brief description of company’s business;

(c) number/type of securities company seeking to have admitted to AIM;

(d) capital to be raised + expected market capital capitalisation after flotation (value of shares x number of shares admitted to trading);

(e) percentage of AIM securities NOT in public hands at time of admission;

(f) full names/functions of directors/proposed directors;

(g) details of any significant shareholder before/after admission (holding 3% of more of company’s shares);

(h) anticipated accounting reference date;

(i) name/address of Nomad/Nominated Broker; and

(j) details of where admission document UNLESS such a document not required because applicant is a quoted company.

- Subsequent Changes – Changes to information disclosed in pre-admission announcement must be notified to LSE immediately + LSE may delay admission by up to 10 business days if it considered changes to disclosed information to be ‘significant.’

-AIM Rule 3: Admission Document – Unquoted applicant company must produce an admission document when applying for admission to AIM disclosing information contained in AIM Rules Schedule 2.

- Applicant must take reasonable care to ensure that information contained in admission document is, to best of knowledge of applicant, in accordance with facts and contains no omission likely to affect import of such information.

- Quoted companies NOT required to produce an application document UNLESS it is required to produce a prospectus in relation to issue of AIM securities under s.85(1) FSMA 2000.

- AIM Rules Schedule 2: Contents of Admission Document – AIM Admission Document must comply with specified parts of PD Regulations Annexes I/II/III and include:

(c) Working Capital Statement – Statement by directors of applicant company that company has sufficient working capital for the 12 months from date of admission;

(d) Profit Forecasts – Statement by directors of applicant that any profit forecasts/projections prepared after due/careful consideration and enquiry;

(e) Risk Warning – Prominent/in bold on 1st page – must be accompanied by name of Nominated Adviser;

(f) Lock-In Arrangements – Applies to new businesses under AIM Rule 7 – statement that related parties and applicable employees will not dispose of their shares in applicant company for at least 12 months after admission to AIM;

(g) Directors – Details of directors/proposed directors of applicant;

(h) Connected Parties – Details of persons connected to the applicant company (by virtue of company having conferred a benefit upon them in last 12 months totalling 10,000 or more);

(i) Related Financial Products – Name of any director/members of director’s family who has a related financial product reference to its AIM securities or securities being admitted + date/terms of the related financial products and detailed nature of the exposure;

(j) Investing Company – If applicant is an investing company, admission document must include details of its investing policy; and

(k) General Duty of Disclosure – Applicant company must include in admission document all information which it reasonably considers necessary to enable investors to form a full understanding of:

(i) assets/liabilities/financial position/profits and losses/prospects of the applicant and its securities for which admission being sought;

(ii) rights attaching to the securities being admitted to AIM; and

(iii) any other matter contained in the admission document.

- AIM Rule 5: Application Documents – At least 3 BUSINESS DAYS before the expected date of admission, applicant must submit to LSE:

(a) completed application form;

(b) electronic copy of the company’s admission document; and

(c) nominated adviser’s declaration (confirms that company suitable for an AIM listing + Nomad has complied with its responsibilities + directors of applicant have received appropriate guidance).

- AIM fee then invoiced to the applicant company.

- AIM Rule 6: Admission to AIM – Admission becomes effective only when the LSE issues a DEALING NOTICE to that effect.

- AIM Rule 7: Lock-Ins for New Businesses – Where applicant company’s...

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