3) Alternative Structures Flashcards
(27 cards)
What are the 3 types of listing?
- AIM
- Standard Listing
- Premium
What type of company must a company be for all types of listing?
- Public company
- LR 2.2.7 (for standard and premium)
Can there be any restrictions on the free transferability of shares for any type of listing?
- No there can NOT be any restrictions.
- AIM Rule 32
- LR 2.2.4
For which type of listing is a NOMAD and nominated broker required?
- Just AIM - Rules 1 and 35
For which types of listing do the applicants have to appoint a sponsor related to admission documents / certain continuing obligations?
- Just PREMIUM listings have to appoint a sponsor - LR 8.2 (purple tabs to the far left = role of the sponsor)
Fro which types of listing to applicants have to comply with the rules of the LSE?
- Just standard and premium
- LSE admission and disclosure standards do NOT apply to AIM - but the rules do apply to member firms of the LSE.
- Cover trading in AIM securities.
Which sort of listing applicants need to comply in FULL with the DTRs?
- Non of them
- For standard - only parts of the LRs apply
- Some LRs related to standard listings do not relate to premium listings.
For which types of listing do 25% of applicant shares have to be held in public hands at the time of admission?
- Standard and premium
- Standard - LR 14.2.2
- Premium - LR 6.14.2
For which type of transaction will Class 1 transactions require shareholder approval?
- Just premium - LR 10.1.1
Which types of market have regulated market status?
- Standard - LR2.2.3
- Premium - LR2.2.3
Is AIM a ‘regulated market’?
- No it is not
- Only standard and premium are
Which type of markets are regulated investment exchanges? RIE? What does this mean?
- All of the markets are recognised investment exchanges but AIM is not ‘regulated market’
- RIE = prescribed market under FSMA
- AIM companies are NOT ‘quoted companies’ under FSMA
Which type of market has to have compliance with the related party transactions rules?
- Just premium - LR 11.1.1
Which markets have a rule that state applicants have to publish their annual audited accounts no later than 4 months after the end of the financial period to which they relate?
- Standard and premium
- DTR 4.1.3
- CA states this period is 6 months in s442(2)
When do AIM market applicants have to publish their audient accounts?
- 6 months
- Aim Rule 19
For which markets can a company be fined / censured and the admission of securities cancelled if the company contravenes continuing obligations?
- All of them
- AIM Rule 42
- Standard / premium = SS 89k / 91 FSMA
- And also DTR 1.4 / LR 5.1.2G
What are the 7 advantages of floating on the AIM rather than Main Market?
CORN CUP
C apitalisation - no minimum market capitalisation
O bligations - no continuing obligations in LRs and DTRs
R ecord - no trading record required
N umber - no minimum number of shares need to be in public hands at any given time
C heaper and faster process
U nquoted - so tax reliefs for individual and corporate shareholders. CGT / IHT reliefs.
P rospectus not needed as not a regulated market.
What are the 7 DISADVANTAGES of admission to the AIM market?
NAB 7L CRAP
NAB - nominated advisor and broker at all times under the rules.
7 - rule 7, lock-in requirement
L - less liquid (drier) market with fewer investors
C autious - could make investors more cautious
R iskier market
A IM rules to comply with and AIM admission document
P rofile - generally is lower
How come we do not fall under the prospectus test for offer of securities to the public for AIM
- Automatically does not past test 2
- But with test 1, there is an offer of transferable securities to the public.
- Limited number per EEA state
- AIM admission meets the exemptions generally
- So can use AIM admission document without the contribution of the FCA.
Why is an AIM admission doc used rather than a prospectus?
- AIM companies fall within an exemption, as 85(2) FSMA applies to those whos shares admitted to trading on a regulated market - AIM is not a regulated market
- Does not have to be approved by the FCA
- But if securities are being offered to the public - will need a prospectus.
What are the specific and general contents requirements for AIM admission doc?
- General - should disclose the info that is in schedule 2 of the AIM rules.
- Does not need approval of the FCA.
Who decides whether a company is a suitable applicant for admission to AIM?
- Nominated advisor
- Has to be satisfied that the applicant and its securities are appropriate to be admitted to AIM
- Has to comply with prescriptive lists of due diligence checks in AIM rules for nomads
Are there market capitalisation requirements for AIM admission?
- No there is not
- Unlike listing on Main Market
Who takes responsibility for the AIM admission document?
- Lawyers for the applicant will draft the admission document.
- AIM and the NOMAD are very keen to keep their reputation up
