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#4842 - Flotations - Public Companies and Equity Finance

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1. Flotations – Preparation for listing

  1. Advantages and disadvantages of listing

Advantages

  1. Access to capital to fund growth and or reduce debt

  2. Providing a market

  3. Public profile

Disadvantages

  1. Burden of disclosure and reporting requirements

  2. Management time

  3. Changes to the board

  4. Cost and fees

  5. Loss of Control

  1. AIM v Market

Advantages of AIM

  1. LR apply only to companies listed on the Official List and do NOT apply to companies on AIM

  2. Besides DTR 5, DTRs DO NOT apply to Aim companies because AIM not a regulated market

  3. AIM companies may find it easier to fall within exemption from requirements to produce full prospectus under the PR. (NB: if no exemption available for s 85(1) FSMA AIM company will still need to produce a full FCA approved prospectus)

  4. AIM rules less onerous than LPDT Rules

Advantages of Main Market

  1. More money, more investors interested

  2. Prestige, greater profile, greater publicity (of course flipside, muss more regulation and disclosure requirement).

  3. Exposure to analyst coverage, investor confidence (and remember that the main investors are professionals so for them the work of analysts is very important.)

  4. Access to LSE only main market.

  5. Since main investors are institutional, they will tend to be roaming around on the main market, this is an advantage.

AIM only Main Market only AIM and Main Market
Applicant must be a public company X
Minimum market cap of 700,000 X
No restrictions on transferability of shares X
An applicant requires a nominated adviser and a broker X
Applicants must comply with the rules of the London Stock Exchange and the LSE Admission and Disclosure Standards X
Applicants must comply with the Listing, Prospectus, Disclosure and Transparency Rules X (except DTR 5)
25% of the applicant's shares must be held in public hands at the time of admission X
Class 1 transactions will require shareholder approval X
The market has "regulated market" status X
Applicants must publish annual audited accounts no later than four months after the end of the financial period to which they relate X
If a company contravenes its continuing obligations, it may be fined or censured and/or the admission of its securities may be cancelled/suspended X

  1. Steps to be taken by a company in preparation for listing including

Preparation for listing
Re-registration

s. 755

s 90(1)-(3) CA;

s. 21(1)

s 77(1) CA

Prohibition of public offers by private companies

Re-reg as public company

Amendment of articles

Change of name
LR 6.1.3 Accounts
LR 6.1.16 Working Capital

LR 2.2.4R

LR 6.1.23R

 Constitution

Listing Principles

LR 7.2.1

 Corporate procedures at LP 2, 4, 5
Management
LR 9.8.6R(5)-(6) Two statements relating to Corporate Governance Code

DTR 7.2.1R

DTR 7.2.2R

DTR 7.2.3R

DTR 7.2.4G

Must include a corp gov statement in directors report

What the corp gov statement must contain a reference to

Publicly available and ‘comply or explain’

A listed company which complies with LR 9.8.6R will satisfy requirements of DTR 7.2.2R and 7.2.3R

UK CG Code

B.1

B.1.1

B.1.2

B.2.1

Composition of the Board

Independence

Make-up of non-executive v executive

Nomination Committee

UK CG Code

A.2

A.2.1

A.3.1

Division of Responsibilities

Chairman and Chief Exec not same person

Chairman on appointment must meet B.1.1. If CEO also Chairman, requirements to be met.

UK CG Code

D.1.5

D.2.1

 Remuneration committee

DTR 7.1.1R

DTR 7.1.3R

UK CG Code

C.3.1

Audit Committees and their functions

Relevant Audit body must do certain things

Composition of Audit Committee guidance
s. 273 CA 2006 Qualification of secretaries
Share Capital

LR 2.2.3R

LR 2.2.9R

Admission to trading

Whole class to be listed

s. 551 CA 2006

s. 570(1)

Authority to allot shares

Disap of pre-emption rights
s. 618(1)(a) + (3) Sub-division of shares and resolution needed
LR 2.2.7R Market Capitalisation minimum requirement to be listed
Shareholders

LR 6.1.19R(1)

LR 6.1.19R(3)

Shares in Public hands

Definition of “sufficient number of shares”
LR 6.1.19(4) Examples of when NOT held in “public hands”
LR 6.1.20G Power of FCA to modify the 25% rule in 6.1.19R(3) above, but this is rare.
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