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LPC Law Notes Public Companies and Equity Finance Notes

Rights Issue Timetable Chart Notes

Updated Rights Issue Timetable Chart Notes

Public Companies and Equity Finance Notes

Public Companies and Equity Finance

Approximately 165 pages

A collection of the best LPC Equity Finance notes the director of Oxbridge Notes (an Oxford law graduate) could find after combing through twenty-nine 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".

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

Rights Issue Timetable

Date Application
At the latest 10 working days before Impact Day (but probably well before)

Draft Prospectus is submitted to FSA for approval

FSA will approve the Prospectus based on Listing Rules requirements
Day before Impact Day

Board meeting to approve rights issue

Underwriting agreement is signed and held in escrow
Impact Day

The day when the prospectus is published

  • Rights issue is announced to the public by RIS

  • If not signed at BM day before, underwriting agreement signed on Impact Day, but subject to conditions

Prospectus

  • Prospectus is sent out to Shareholders

  • A GM will probably need to be held to pass relevant resolutions – LR 13

    • ASC, Authority, Pre-emption Rights

  • Prospectus will therefore include notice of GM

Underwriting Agreement

  • Needs to be signed as the company will not want to go ahead with the issue without ensuring the shares will be taken up

  • 87(a) FSMA necessary information in the prospectus includes information about underwriting

14 clear days (between Impact day and GM)

= 18 calendar days

  • Need to give 14 (s307 CA) clear (s360 CA) days

  • Due to ‘deemed service’ provisions in CA s1147 (and the fact that it’s clear days) the notice period will probably end up being about 18 days
General Meeting

GM to pass all resolutions

  • GM is needed to disapply pre-emption rights in relation to fractional and overseas shares + giving directors authority to allot if necessary

  • Need to pass shareholder resolutions e.g.

    • Grant D’s authority to allot

    • Disapply s561

    • Alter AoA (ASC)
Immediately following GM

POSTING OF PALS

Must hold GM before sending out PALs because LR 2.1.5 FSA cannot make the admission to listing ‘conditional’ upon any event

i.e. it cannot first admit shares to listing and then obtain the necessary resolutions for the rights issue to proceed (i.e. send the PALs to S/Hs)
One business day after GM – D Day

D-Day:

  • Shares are admitted to Listing on the Official List and Trading on the Main Market (nil paid)

  • Trading begins – this is the start of the offer period

  • Nil-paid rights will have been credited to the accounts of qualifying CREST shareholders
10 business days or 14 non-clear/ calendar days after posting of PALs (PALs posted on GM day)

If pre-emption rights NOT disapplied

  • Under LR 9.5.6 a premium listed co. must keep the offer open for a period of minimum 10 business days

  • However, s562(5) CA 2006 states that if a premium listed co. has not disapplied pre-emption rights, the offer must remain open for 14 (not clear) days

  • The longer of the two prevails.

If pre-emption rights are disapplied

  • Under LR 9.5.6 a premium listed co. must keep the offer open for a period of minimum 10 business days
Closing Day/Acceptance Date

Offer closes

  • Offer closes at the end of the 10 business or 14 day period

  • This is the deadline for acceptances and payment in full
Every date in the timetable AFTER this point – is determined by the underwriting agreement rather than the Listing Rules or the CA ‘06

  • ...

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