LPC Law Notes Debt Finance Notes
A collection of the best LPC Debt 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 Debt Finance notes available in the UK this year. This collection of notes is fully updated for ...
The following is a more accessible plain text extract of the PDF sample above, taken from our Debt Finance Notes. Due to the challenges of extracting text from PDFs, it will have odd formatting:
Issuing and Listing Bonds
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Listing
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Issuers of eurobonds admitted to the Professional Securities Market are subject to a potentially lesser degree of regulation.
No prospectus needed, but will need listing particulars.
Prospectus Directive applies to any offer to the general public (listed or unlisted)
If another EU Member State authority has approved a prospectus, it will not be necessary for the UKLA to approve the prospectus again to allow an admission to trading in the UK - "European Passporting"
Issuers of listed securities have continuing obligations during the life of the listing, including for example on-going disclosure obligations
Listing eurobonds:
Approval of Prospectus
Documents listed in PR 3.1.1 and Article 2(2) must be submitted to the UKLA 10 clear working days before intended approval date of prospectus (20 days if first time issuer)
Takes approximately 3 days to review each draft - can need more than one.
PR 3.1.1 and Article 2(1): all drafts must be submitted in searchable electronic format via electronic means.
Content
Denomination of the securities being issued is key.
Retail = minimum denomination under 100,000 (or its equivalent in another currency) <-- more disclosure
Wholesale = minimum denominations of 100,000 or more (or its equivalent in another currency) - or admitted to PSM
Less disclosure
Summary not needed (PR 2.1.3)
Non-EU issuers need not prepare financial information under International Accounting Standards.
Section 87A FSMA sets out the general duty of disclosure: must contain "necessary information" - s.87A(1) which is "necessary to enable investors to make an informed assessment of (a) the assets and
liabilities, financial position, profits and losses, and prospects of the issuer and any guarantor; and (b) the rights attaching to the transferable securitiesโ - s.87A(2)
Components of prospectus - PR 2.2
Summary (where retail issue)
Registration document (about issuer)
Securities note (details of securities)
Areas of information - PR 2.3 and PR 2.1.4
Persons responsible
Information about the securities
Information about the issuer, its business and group structure
Detailed financial information
Management personnel
Risk factors relating to both issuer and securities.
UKLA can authorise information to be omitted from a prospectus in the circumstances set out in s.87B FSMA:
Disclosure contrary to public interest
Disclosure would be seriously detrimental to issuer (and omission unlikely to mislead the public)
Information is only of minor importance
Must apply at the latest with the first draft of prospectus - PR 2.5.3 and Article 2(2)(b) (info may only be omitted after application submitted and approved by UKLA)
Obtaining a listing
Comply with procedure in LR 3.4: submit completed application for...
Buy the full version of these notes or essay plans and more in our Debt Finance Notes.
A collection of the best LPC Debt 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 Debt Finance notes available in the UK this year. This collection of notes is fully updated for ...
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