Uni of Law 2018/2019
Public Companies Prep & Workshop Notes
Workshop 1: IPO Regulation and Eligibility Requirements
Summary of Main Rules & Applications
Part 6 Rules: The Listing Rules, Prospectus Rules, Transparency Rules and Corporate Governance
Rules are collectively referred to as the ‘Part 6 Rules’ by s 73A of the FSMA 2000.
Admission & Disclosure Stds: apply only to Main Market
Prospectus rules: apply to AIM & Main
Listing Rules: apply only to Main Market
Listing Rule chapter 6 & 13: apply only to premium-listed company
Listing Principles 1 & 2: apply to all companies listed on Main Market
Premium listing principles 1- 6: apply only to premium listed companies
Transparency Rules (DTRs 1A and 4-6): apply to Main Market only EXCEPT for DTR 5 applies
to Main & AIM
Corporate Governance Rules ((DTRs 1B, 4.1.7R and 7): apply to Main Market only EXCEPT for
DTR 5 applies to Main & AIM.
Disclosure Guidance (DTRs 1-3): purely advisory
Nomad Rules: AIM only and only applies to Nomad not company
MAR: both premium and standard listed companies on both Main and AIM
UK Corporate Governance Code: only applies to premium listed companies on Main Market.
Some provisions are only applicable to FTSE 350 premium listed companies. Standard listed
can voluntarily decide to apply a governance code under DTR7.2.2(2)R & it must include in
its corporate governance statement the information set out in DTR 7.2.5-7.2.8AR and
7.2.10R. For AIM quoted companies, the requirement is under AIM rule 26 to specify which
corporate governance code they intend to follow but they don’t have to follow the UK CGC.
CA 2006 rules and the 2008 Regulations (regarding remuneration): apply to companies
admitted to Official list and Main Market and other markets in EEA and US. Do not apply to
AIM.
Shareholders Rights Directive: applies to Main Market not AIM.
General Prohibition: Section 19 of the FSMA 2000 prohibits any person from carrying on any
regulated activity in the UK unless that person is either authorised or exempt. This is known as the
general prohibition. The Financial Conduct Authority (FCA) has granted a recognition order to the
Stock Exchange under s 290 of the FSMA 2000. This means that the Stock Exchange is a ‘recognised
investment exchange’ and, therefore, under s 285(2) of the 2000 Act, is exempt from the general
prohibition.
1
Public Companies Prep & Workshop Notes
Workshop 1: IPO Regulation and Eligibility Requirements
Summary of Main Rules & Applications
Part 6 Rules: The Listing Rules, Prospectus Rules, Transparency Rules and Corporate Governance
Rules are collectively referred to as the ‘Part 6 Rules’ by s 73A of the FSMA 2000.
Admission & Disclosure Stds: apply only to Main Market
Prospectus rules: apply to AIM & Main
Listing Rules: apply only to Main Market
Listing Rule chapter 6 & 13: apply only to premium-listed company
Listing Principles 1 & 2: apply to all companies listed on Main Market
Premium listing principles 1- 6: apply only to premium listed companies
Transparency Rules (DTRs 1A and 4-6): apply to Main Market only EXCEPT for DTR 5 applies
to Main & AIM
Corporate Governance Rules ((DTRs 1B, 4.1.7R and 7): apply to Main Market only EXCEPT for
DTR 5 applies to Main & AIM.
Disclosure Guidance (DTRs 1-3): purely advisory
Nomad Rules: AIM only and only applies to Nomad not company
MAR: both premium and standard listed companies on both Main and AIM
UK Corporate Governance Code: only applies to premium listed companies on Main Market.
Some provisions are only applicable to FTSE 350 premium listed companies. Standard listed
can voluntarily decide to apply a governance code under DTR7.2.2(2)R & it must include in
its corporate governance statement the information set out in DTR 7.2.5-7.2.8AR and
7.2.10R. For AIM quoted companies, the requirement is under AIM rule 26 to specify which
corporate governance code they intend to follow but they don’t have to follow the UK CGC.
CA 2006 rules and the 2008 Regulations (regarding remuneration): apply to companies
admitted to Official list and Main Market and other markets in EEA and US. Do not apply to
AIM.
Shareholders Rights Directive: applies to Main Market not AIM.
General Prohibition: Section 19 of the FSMA 2000 prohibits any person from carrying on any
regulated activity in the UK unless that person is either authorised or exempt. This is known as the
general prohibition. The Financial Conduct Authority (FCA) has granted a recognition order to the
Stock Exchange under s 290 of the FSMA 2000. This means that the Stock Exchange is a ‘recognised
investment exchange’ and, therefore, under s 285(2) of the 2000 Act, is exempt from the general
prohibition.
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