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FCA Exams > Chapter 6 ECM > Flashcards

Chapter 6 ECM Flashcards

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
Q

Who requires insider list

A

-both premium adn standard
-AIM need, but only for permanent insiders

26
Q

how long must insider list be kept for

i- L I S T so…

A

5 years

27
Q

What is the price stabilisation period

A

30 days after IPO/date of allotment

28
Q

What is sponsor role?

A

-For premium listing
-Produce and make application for listing
-produce working capital letter
-liaise with FCA, produce and submit documents

29
Q

What must sponsor also submit?

A

sponsors declaration to confirm that issuer and applicant satisfied all requirements under LR

30
Q

When is the sponsor declaration submited?

When is shareholder statement submitted

A

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
Q

What are the 5 types of primary offerings

A

PIISS

32
Q

PIISS?

A

Placement, introduction, intermediary, sale, subscription

33
Q

Which one is not a marketing function

A

Introduction

34
Q

Which one has tax benefits?

A

offer for subscription

35
Q

What are the secondary offers

A

Vendor placement - for acquisition
Rights issue - Can sell
Open offer - cannot sell, max discount
Rights issue

36
Q

What is DTR chapter 5

A

Need to disclose if shareholder reach threshold

37
Q

WHat are the threshholds

A

3% for UK issuer and every 1% after
5, 10, 15, 25, 30, 50, 75 for non-UK

38
Q

What are exemptions

A

Market maker - 10%
Investment companies - 5%

39
Q

When to disclose shareholdings (if acquire significants amounts)

A

by 2nd business day,
4 days for nonUK issuers

40
Q

What must issuer disclose

A

Changes to voting rights, total voring rights of each class

41
Q

When to disclose this? (changes to voting rights, total voting rights of each class etc.)

A

Immediately, no later than next business day

42
Q

What is class test? Who is it for

A

For premium issuers, if they enter into transactions that require shareholder approval

43
Q

What are the class tests?

A

Profit test: Target/Acquirer
Asset: Target/Acquirer
Consideration: Consideration/Acquirer market cap

Capital: target/acquirer

44
Q

What are the types of transactions

A

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
Q

What is required for class 1

A

Sponsor, class 1 circular approved by FCA,

46
Q

Who can list on AIM?

A

UK and overseas

47
Q

Requirements for AIM

A

Must be PLC, no min float, no min trading history, need public admission document

48
Q

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

A

Admission document: 10 days
Application form 3 days with NOMAD declaration

49
Q

For AIM, when must the application form be submitted to LSE. What does it include

A

3 days before, include nomad’s statement on suitability

50
Q

Does AIM company need corporate governance code

A

Yes

51
Q

How to be Nomad

A

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
Q

Under PRR, need prospectus?

A

Need prospectus if want to issue to retail
if to qualified investors only, dont need

53
Q

What does not require a prospectus

A

Placing and introduction

54
Q

What document needs to be approved by what

A

Prospectus - FCA and LSE
Admission document - approved by nomad

55
Q

What is quoted applicant

A

on AIM for 18 month. dont need admission document

56
Q

AIM companies dont need to disclose major shareholdings if

A

Registered overseas

57
Q

Who does LR apply to?

A

Listed companies
6 principles for Premium. 2 for standard

58
Q

Who does DTR apply to

A

In general to listed companies

59
Q

Who does PRR apply to

A

All companies public and private

60
Q

How long do shareholders have to consider a rights issue?

A

14 days

61
Q

Does HGS need corporate governance statement?

A

Yes

62
Q

Is sponsor on list of LSE or FCA?

Is Nomad on list of LSE or FCA?

A

Sponsor - FCA

Nomad - LSE

FCA Exams (6 decks)

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