SGS 6 (Secondary Share Issue)

Question 1

What are the two steps preceding impact day?

Answer 1

Submit prospectus to FCA for approval (PR 3.1.3(2)(a)) - 10 clear days before ID.

Sign underwriting agreement (keep in escrow)

Question 2

First step after impact day?

Answer 2

date underwriting agreement

Question 3

3 steps after dating underwriting agreement?

Answer 3

Notify RIS (LR 9.5.5(1) asap i.e. on ID)

Send out circulars to SHs and post prospectus on Company’s website (on ID PR 3.1.10)

Send out PALs (on ID)

Question 4

Two steps after PALs sent out?

Answer 4

Admission of shares to official list (day after ID)

CREST accounts credited (trading day after ID)

Question 5

What happens after the last date for acceptances?

Answer 5

Fractional entitlements and shares sold on behalf of overseas SHs

Sale of rump by Broker

Notify RIS

Purchase of stick.

Question 6

When does the sale of the Rump and purchase of the stick occur?

Answer 6

Rump = second dealing day after last date for acceptances

Stick = 5th dealing day after last date for acceptances.

Question 7

What should you say if a pre-emptive offer is within the guideline amounts?

Answer 7

To fall within the definition fo a pre-emptive offer for the purposes of the resolution, company must still offer shares to existing shareholders in proportion to current holdings but may

deal with any fractional entitlements arising from issue
exclude overseas shareholders from issue.

Question 8

LR 9.5.10(3)(b)?

Answer 8

if there is an offer pursuant to a pre-existing disapplication of pre-emption, any discount would be acceptable

Question 9

When does rights issue offer close?

Answer 9

LR 9.5.6R - 10 business days.
Day after PALs are sent out is Day 1.
Close on Day 11 (as day after 10 days)

Question 10

Last date for acceptances?

Answer 10

Offer must remain open for 10 full business days LR 9.5.6 (Close offer on the 11th business day from the day the CREST accounts were credited)