7. Significant & Related Party Flashcards
(16 cards)
What do chapters 7 & 8 UKLR regulated?
certain transactions undertaken by ESCC listed co’s
why does ch 7 consider the size of the transaction in relation to the listed co
the larger the transaction, the greater the risk for the listed co & its sh
what does ch 8 seek to regulate
transactions between the listed co and whom enters them with
when do the rules and regulations of ch 17 be relevant
where a co is issuing shares as consideration; or
using equity finance to raise cash as consideration
UK MAR 17 (1)
1.
An issuer shall inform the public as soon as possible of inside information which directly concerns that issuer.
The issuer shall ensure that the inside information is made public in a manner which enables fast access and complete, correct and timely assessment of the information by the public and, where applicable, in the officially appointed mechanism referred to in Article 21 of Directive 2004/109/EC of the European Parliament and the Council(1). The issuer shall not combine the disclosure of inside information to the public with the marketing of its activities. The issuer shall post and maintain on its website for a period of at least five years, all inside information it is required to disclose publicly.
what is excluded from ch 7 transaction definition
a transaction in the ordinary course of business UKLR 7.1.8-9R
issue of shares to raise finance
transaction between holding and subsidiary
what is meant by a transaction ch7
where a listed co acquires or disposes of assets or shares (buys another co or disposes of shares / assets)
how are ch 7 transactions divided
significant transactions;and
reverse takeovers
what are the requirements where a transaction is a significant transaction ?
UKLR 7.3.1 R provides that the co must notify an RIS asap after the terms of the significant transaction are agreed
The notification must contain the info prescribed by UKLR 7.3.1R (2) and 2), namely that it includes info relating to the transaction and an justification as to why the transaction is being entered into alongside detailed financial information.
what can the fca do in relation to a reverse takeover UKLR 7.5.8G
cancel listing of the co shares -> relisting
when doe the circumstances of a cancellation not apply after a reverse takeover? UKLR 7.5.12G-UKLR 7.5.14G
a listed co buys another listed co and both co have an ESCC listing
when must a sponsor be appointed
if the transaction is a reverse takeover UKLR 4.2.1R(3)
definition of a related party transaction
A related party transaction is defined in UKLR 8.1.7R as being
A transaction (other than in the ordinary course of business) between a listed co and a related party
An arrangement (other than in the ordinary course of business) pursuant to which a listed co and related party each invest in, or provides finance to , another undertaking or asset
Any other similar transaction or arrangement between a listed co and any other person, the purpose and effect of which is to benefit a related party
who is a related party
A substantial shareholder; or
Director;
Shadow director;
Person exercising significant influence
why is verification required in relation to circulars
protect directors from SH Claims
