A Prospectus Pot Pourri But does it smell sweet? Ashley Painter Taylor Wessing 17 November Background materials COLORADO BAR ASSOCIATION

Structure of the new regime Rules Listing Rules Main application Apply to issuer admitted or seeking admission to the FSA’s Official List Main content Include: requirements for listing continuing obligation obligations of sponsors Disclosure RulesApply to issuers with financial instruments on a UK regulated market. Regulated markets do not include AIM or the London Stock Exchanges new Professional Securities Market, but key disclosure obligations extend to all listed companies R, R regulate disclosure of ‘inside information’ regulated insider lists to be maintained require public disclosure by an issuer of dealings in shares of the issuer (or derivatives or other related financial instruments) by a person discharging management responsibilities

Structure of the new regime cont. Rules Prospectus Rules Main application Apply to: a public offer in the UK of transferable securities or an admission to trading of transferable securities on any UK regulated market where UK is the home state a public office of transferable securities anywhere else in the EU or an admission to trading of transferable securities on any other EU regulated market when the UK is the home state Main content Regulate: when a prospectus of equivalent document is required format and content of prospectus approval and publication procedure advertisements relating to a public offer or admission to trading annual information updates by issuers responsibility for prospectuses

Listing Principles A listed company must take reasonable steps to enable its directors to understand their responsibilities and obligations directors A listed company must take reasonable steps to establish and maintain adequate procedures, systems and controls to enable it to comply with its obligations A listed company must act with integrity towards holders and potential holders of its listed equity securities A listed company must communicate information to holders and potential holders of its listed equity securities in such a way as to avoid the creation or continuation of a false market in such listed equity securities A listed company must ensure that it treats all holders of the same class of its listed equity securities that are in the same position equally in respect of the rights attached to such listed equity securities A listed company must deal with the FSA in an open and co-operative manner

Enforcement of the Listing Rules The FSA has a variety of powers under the Financial Services and Markets Act 2000 (FSMA) and the Listing Rules to enforce compliance with the Listing Rules It may required the issuer to provide the FSA or to publish such information as it considers appropriate to protect investors or to ensure the smooth operation of the market It may impose a penalty on the issuer or on a director who was ‘knowingly concerned in the contravention’. There is no statutory limit on the amount of the penalty It may publish a statement concerning the issuer or director It may also apply to court for an injunction restraining the person who has contravened or is likely to contravene It may apply for a ‘restitution order’ against a person who has contravened a rule. Amounts paid to the FSA under a restitution order are distributed by it to persons who have suffered loss or another adverse effect It may suspend the issuer’s listing

Main exemptions from requirement to publish as prospectus ExemptionPublic offer?Admission? Qualified investors  Private placements to less than 100 persons (other than qualified investors) in each EU member state  Minimum consideration / denomination of €50,000  Takeover or merger securities 

Main exemptions from requirement to publish as prospectus cont. ExemptionPublic offer?Admission? Employees shares (if employer’s securities already admitted to trading)  Scrip dividend or bonus shares  Less than 10% of class of shares already admitted 

TAYLOR WESSING – WHO ARE WE? A European law firm based in UK, Germany, France and Brussels Aims 1. To be regarded as the credible alternative to “mega-merger” firms 2. Provide more value in an increasingly competitive world Clients Major corporations, medium sized companies, growing enterprises, financial and public institutions and high net worth individuals 18 th largest firm in European Chambers “One of the most strategically focused firms in the market … a genuinely European law firm” Juve