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FCA Exams > Chapter 6 ECM > Flashcards

Chapter 6 ECM Flashcards

(62 cards)

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1
Q

What are the differences between Premium and Standard in terms of instruments?

A

-Premium - UK only
-Premium: include CEIC and OEIC, standard does not

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2
Q

Who does DTR apply to

A

-disclose transactions by persons with managerial responsibilities
-and their family members (spouse and children only)

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3
Q

When to submit prospectus to FCA?

A

10 days for secondary issue
20 days for first issue

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4
Q

How many listing principles, and for who

A

6 principles for premium
2 for standard

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5
Q

What are the 2 listing principles

A

Medical Officer

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6
Q

Medical

A

maintain procedure

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7
Q

Officer

A

open and cooperate with FCA

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8
Q

6 premium listing principles

A

DIE Armour Training Centre

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9
Q

D

A

Director responsibility

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10
Q

I

A

integrity to holders

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11
Q

E

A

Equal number of votes

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12
Q

Armour

A

aggregate voting rights

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13
Q

Training

A

treat all shareholders the same

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14
Q

Centre

A

communication

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15
Q

Who does HGS apply to?

A

EU and UK fast growign companies

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16
Q

Criteria of HGS

A

CAGR 20%, min free float 10% worht 30mil, so 300 mil market cap
-need key adviser of LSE
-need corporate governance statement

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17
Q

What is SFS designed for

A

Close ended invest funds. Can be Uk and overseas

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18
Q

Who does SFS target

A

HNWI and qualified investors

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19
Q

How to be eligble for SFS

A

Disclose post issue free float, need prospectus
-must have key adviser

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20
Q

Requirements to be listed

A

10% free float, 30mil shares, 200k for debt

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21
Q

Provisions for commerical companies

A

3 year audited accounts, revenue accounted for by 75% of core business, must have enough workign capital for 12 months

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22
Q

What is the special condition for premium listed

A

3 year trading history

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23
Q

How long can pre-emption right be waved for

A

5 years

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24
Q

When can issuer delay disclosure of information

A

-if can be kept confidential
-not mislead public

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25
Who requires insider list
-both premium adn standard -AIM need, but only for permanent insiders
26
how long must insider list be kept for i- L I S T so...
5 years
27
What is the price stabilisation period
30 days after IPO/date of allotment
28
What is sponsor role?
-For premium listing -Produce and make application for listing -produce working capital letter -liaise with FCA, produce and submit documents
29
What must sponsor also submit?
sponsors declaration to confirm that issuer and applicant satisfied all requirements under LR
30
When is the sponsor declaration submited? When is shareholder statement submitted
On the day confirming the FCA need to consider the application Shareholder statement - required for first time issue. -prepared by sponsors and submitted by 9am the day FCA needs to consider the application
31
What are the 5 types of primary offerings
PIISS
32
PIISS?
Placement, introduction, intermediary, sale, subscription
33
Which one is not a marketing function
Introduction
34
Which one has tax benefits?
offer for subscription
35
What are the secondary offers
Vendor placement - for acquisition Rights issue - Can sell Open offer - cannot sell, max discount Rights issue
36
What is DTR chapter 5
Need to disclose if shareholder reach threshold
37
WHat are the threshholds
3% for UK issuer and every 1% after 5, 10, 15, 25, 30, 50, 75 for non-UK
38
What are exemptions
Market maker - 10% Investment companies - 5%
39
When to disclose shareholdings (if acquire significants amounts)
by 2nd business day, 4 days for nonUK issuers
40
What must issuer disclose
Changes to voting rights, total voring rights of each class
41
When to disclose this? (changes to voting rights, total voting rights of each class etc.)
Immediately, no later than next business day
42
What is class test? Who is it for
For premium issuers, if they enter into transactions that require shareholder approval
43
What are the class tests?
Profit test: Target/Acquirer Asset: Target/Acquirer Consideration: Consideration/Acquirer market cap Capital: target/acquirer
44
What are the types of transactions
Residual: less than 5%, dont need disclose Class 2: 5-25%, disclose ASAP Class 1: 25% or more, need ordinary resolution at GM with circular approved by FCA
45
What is required for class 1
Sponsor, class 1 circular approved by FCA,
46
Who can list on AIM?
UK and overseas
47
Requirements for AIM
Must be PLC, no min float, no min trading history, need public admission document
48
For AIM companies, when must pre-admission document and application form be given to LSE A D M I T T O L S E A I M
Admission document: 10 days Application form 3 days with NOMAD declaration
49
For AIM, when must the application form be submitted to LSE. What does it include
3 days before, include nomad's statement on suitability
50
Does AIM company need corporate governance code
Yes
51
How to be Nomad
practise corporate finance for 2 years, 4 qualified exectuvies, acted in 3 transactions in past 2 year The qualified executives is: in finance for 3 years, 3 transactions in 3 years
52
Under PRR, need prospectus?
Need prospectus if want to issue to retail if to qualified investors only, dont need
53
What does not require a prospectus
Placing and introduction
54
What document needs to be approved by what
Prospectus - FCA and LSE Admission document - approved by nomad
55
What is quoted applicant
on AIM for 18 month. dont need admission document
56
AIM companies dont need to disclose major shareholdings if
Registered overseas
57
Who does LR apply to?
Listed companies 6 principles for Premium. 2 for standard
58
Who does DTR apply to
In general to listed companies
59
Who does PRR apply to
All companies public and private
60
How long do shareholders have to consider a rights issue?
14 days
61
Does HGS need corporate governance statement?
Yes
62
Is sponsor on list of LSE or FCA? Is Nomad on list of LSE or FCA?
Sponsor - FCA Nomad - LSE

FCA Exams (6 decks)

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