Brainscape's Knowledge GenomeTM


Top Flashcards (Certified)
All Flashcards

Company Finance > 4. Continuing Obligations & Disclosure > Flashcards

4. Continuing Obligations & Disclosure Flashcards

(59 cards)

Start Studying
1
Q

where can continuing obligations be found

A

CA 2006
Ch 6-19 UKLR
DTR

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
2
Q

how can continuing obligations be grouped?

A

obligations with continuing application
obligations requiring disclosure & notification of info about the co
obligations re shareholders
obligations re financial info
obligations in admission & disclosure standards

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
3
Q

continuing obligation as to shares 6.2.1

A

they must be admitted to trading at all times

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
4
Q

what is the continuing obligation re controlling shareholders

A

business must be carried out independently of them

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
5
Q

continuing obligations under MAR

A

persons discharging managerial responsibilities must disclose certain dealings in shares they own

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
6
Q

what % of co shares must be in public hands?

A

10%

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
7
Q

what are a co’s continuing obligations as to disclosure

A

all info (activities, mgmt, finances) to be disclosed
general obligation to disclose inside info MAR 17

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
8
Q

what does mar 17 require

A

that co informs public ASAP of inside info that directly concerns the co

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
9
Q

how long must inside info be disclosed for

A

5 years on the co website

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
10
Q

what is inside info defined in MAR 7

A

info of a precise nature
which has not been made public
which relates, directly / indirectly to an issuer of a financial instrument / instrument itself
if generally available, would have a significant effect on the financial instrument / price of related investments

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
11
Q

what is meant by info of a precise nature

A

indicates a set of circumstances that exist or may reasonably be expected to come into existence, or

has occurred or is reasonably expected to occur and is specific enough to enable a conclusion to be drawn as to the possible effect on the instrument on the circumstances

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
12
Q

what = a reasonable expectation an event will occur?

A

a realistic prospect

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
13
Q

what is a financial instrument?

A

defined in MAR art 3
refers to instruments in part 1 sch2 FSMA
includes transferable securities

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
14
Q

what is a significant effect on price

A

reasonable investor would likely use the info as part of the basis of their investment/decision

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
15
Q

examples of info likely to = inside info

A
  • changes in mgmt
  • acquisition / disposals
  • group restructuring
  • loss of key customers
  • ip rights granted
  • development of new products
  • receiving takeover approachh
How well did you know this?
1
Not at all
2
3
4
5
Perfectly
16
Q

how must inside info be made public

A

made public enabling fast access, complete, correct and timely assessment of the info

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
17
Q

norm when a co discloses

A

announcement made via RIS and posted on website

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
18
Q

when is a delay in disclosure permitted

A

where co is faced with an unexpected & significant event

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
19
Q

what will delay in disclosure do

A

enables clarification

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
20
Q

what should a co do if it requires a delay

A

make a holding announcement that it believes there is a danger inside info will leak before facts / impact can be confirmed

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
21
Q

conditions for delaying disclosure MAR 17(4)

A

immediate disclosure likely to prejudice co’s legitimate interests
delay is not likely to mislead public
co can ensure confidentiality of that info

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
22
Q

does co have to inform fca of delay

A

yes, immediately

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
23
Q

what does fca have the power to do

A

require co to give written explanations as to how conditions in mar 17 were met

How well did you know this?
1
Not at all
2
3
4
5
Perfectly
24
Q

what if co discloses inside info to 3rd parties in normal course of duties

Study These Flashcards
A

complete / effective disclosure must be made unless confidentiality applies 17(8)

25
lawyers duties having heard inside info
limit number of people with access to info cant deal with co shares until the info has been made public
26
consequence of breaching general obligation
breach of mar 17 = criminal offence under s89 fsma may offence under pt v cja 1993 (Re insider dealing) breach of legal duty to disclose is breach of s3 fraud act
27
potential civil offences when breaching a general duty to disclose
liability to pay compensation to one who has acquired shares / continues to hold / dispose and suffers loss from reliance on any untrue statement in / omitted from public info
28
is a director liable
no- co is unless they knowingly concerned s91 (2) FSMA -> liable to co for negligence
29
what does mar 18 dictate
listed co must compile a list of persons who work for it, have access to inside info relating to the co
30
whom does art 18 extend to
all persons performing tasks (advisers, accountants, credit rating agencies, lawyers)
31
why are these lists required
to ensure market integrity - helps FCA investigate possible abuse of inside info
32
obligation re regulated info
to be disclose in accordance with DTR 6.3.3R
33
documents that must be disclosed to FCA via upload to NSM
copy of circulars, notices reports, resolutions other than that concerning ordinary business at AGM
34
what notifications must be made re co capital
changes to capital structure redemption of listed shares results of issue or offer of listed securities any change in rights to class acquisition or disposal of its own shares total no of voting rights and capital where there has been an increase transaction producing a material change in voting rights
35
when must a sh notify a c o of their shareholding via RIS
if it has - fallen from above 3% to below 3% - risen from below 3% to above is over 3% and rises/falls to a different level
36
when is the latest co can inform
no later than end of the next trading day
37
when must RIS be notified re SH resolution
after GM other than that concerning ordinary business
38
when must co notify re name
when it changes name via RIS inform FCA in writing send FCA revised certificate of incorporation
39
obligation re treatment of sh
equal treamtment of all SH
40
what info must be relayed to SH
all facilities necessary to enable SH to exercise their rights
41
rules re pre emption
if co issues equity shares for cash, pre emption rights to existing SH s561
42
what must be produced re finances
annual financial report must be produced no later than 4 months after end of each financial year
43
how long must annual financial report be kept publicly available
10 years
44
liability for mar breaches
s90 FSAM
45
what does UK mar 19 seek to do
restrict when / how PDMR can deal in co shares
46
definition of PDMR mar 3
member of administrative mgmt or supervisory body and a senior exec who isnt a member but has regular access to inside info relating directly / indirectly to co and has power to make decisions
47
definition of pca mar 3
certain members of pdmr family - spouse - civil partner - child step child - relative with whom they have shared a house with for at least 1 year
48
uk mar 19(1)
notificaiton of every transaction on PDMR or PCA own account relating to shares or other financial instruments to FCA and co
49
exception to 19 1
total amount does not exceed 5000 euro in one calendar year
50
when should notification under mar 19 be made
no later than 3 WD after transaction co must make info public within 2WD of receipt of info
51
when is PDMR prohibited from making a transaction
during closed period
52
definition of closed period
30 calendar days before announcement of interim financial report
53
exceptions to art 19
in exceptional circumstances that are extremely urgent, unforeseen, and compelling
54
how can PSMR conduct transaction during closed period
reasoned written request to co for permission
55
usual way of communicating with SH
circular
56
basic content requirements re circular
clear, adequate on subject matter statement re why sh is being asked to vote if voting is required - all relevant info for sh to make an informed decision - heading drawing importance to doc advising consultation with independent adviser - rec from board as to how SH should vote
57
can info be omitted from circular
only where itd be against public interest / seriously detrimental to co
58
do circulars require fca approval
list of circulars which do /dont listed in UKLR 10.2.2
59
procedure once circular has been approved
send to NSM for publication on website

Company Finance (7 decks)

Brainscape helps you reach your goals faster, through stronger study habits.
© 2025 Bold Learning Solutions. Terms and Conditions