The Listing Rules REITS REAL ESTATE INVESTMENT TRUSTS. Chris Luck, Nabarro LLP. Property Investment from a wider perspective.
|
|
- Anthony Blankenship
- 7 years ago
- Views:
Transcription
1 REITS REAL ESTATE INVESTMENT TRUSTS The Listing Rules Chris Luck, Nabarro LLP As at 1 April 2008, 18 companies have either converted to or have listed as UK-REITS. This article considers how to convert an existing listed property company to a UK-REIT and how to list a new UK-REIT on the London Stock Exchange s Main Market. A UK-REIT must be a company which is listed on a recognised stock exchange. This will mean listing its ordinary shares, although a UK-REIT is also permitted to have non-voting fixed-rate preference shares. The definition of a recognised stock exchange is given in section 841 ICTA It includes, in addition to the Exchange, a number of other exchanges. A list is available from HMRC, but it should be noted that this list does not include AIM. Converting an existing listed property company There is no requirement for an existing listed property company to re-list in order to become a UK-REIT. It will, however, be likely to seek to amend its articles of association in order to introduce provisions to protect itself against a tax charge under the UK-REIT regime (as a result of paying dividends to a 10 per cent shareholder). The British Property Federation has developed a template circular for these aspects and the approval process for a circular following this form has been discussed with the United Kingdom Listing Authority (UKLA). The UKLA is a name used by part of the Financial Services Authority (FSA) in connection with the Listing Rules and other related functions. Listing in London A London listing requires the shares of an applicant to be admitted to the Official List by the UKLA. A separate application will be required for admission to trading on the London Stock Exchange s Main Market. The listing process In order to list a UK-REIT, the following steps should be considered: appointing advisers and a sponsor complying with the UK listing requirements obtaining property valuations availability of accounting information valuations preparing a prospectus submitting documents to the UKLA verification road shows pricing and distribution of shares to the public obtaining the listing and trading commencing on the Exchange satisfying the UK-REIT regime conditions. A timetable can then be prepared for preparing and submitting documents to the UKLA and the Exchange for approval, listing and admission to trading on the Main Market. Property Investment from a wider perspective.
2 Legal requirements When listing a UK-REIT in London, a number of rules and requirements apply, particularly: the Listing Rules the Prospectus Rules the Disclosure and Transparency Rules. These rules implement certain European Directives, including the Transparency Directive which relates to periodic financial reporting and major shareholding notifications. They form part of the FSA Handbook. Requirement Property company Has been in existence for at least three years and earned revenue throughout that period Yes No Has a market capitalisation of 700,000 at listing Yes Yes Where it has accounts, these are unqualified Yes Yes Has sufficient working capital for the first 12 months of listing Yes Yes At least 25 per cent of listed shares to be in public hands Yes Yes Has control over the majority of its assets Yes No Property Investment Fund The Listing Rules govern the criteria for admission to the Official List, as well as continuing obligations for listed companies and rules for sponsors. The Prospectus Rules govern the requirements of a Prospectus. The Disclosure and Transparency Rules govern the disclosure of information and further continuing obligations. The rules are available on the FSA s website: All companies issuing securities will be expected to comply with the listing principles set out in the Listing Rules. These relate to the responsibilities of the directors, systems and controls, and treatment of and communication with shareholders. These requirements are in addition to those of the Exchange for admission to trading and to general company and securities law, including Part VI of the Financial Services and Markets Act 2000, as amended (FSMA). In addition, the issuer will need to be in a position to give notice to HMRC that it satisfies the requirements for becoming a UK-REIT. New listings Currently, under the UKLA s Listing Rules, a UK company seeking a listing will either have an existing business with a track record, or be a fund which is to be listed as a closedended investment fund. Existing businesses will follow Chapter 6 of the Listing Rules. Closed-ended investment funds will use Chapter 15. The application The application for listing can be found on the UKLA section of the FSA s website (see URL below left) and must be accompanied by a number of documents, including the approved prospectus and a copy of the board resolution allotting the shares. A fee will also be payable. A sponsor, which has been approved by the FSA, will need to be appointed for the application for admission to listing. The sponsor will assist the applicant with the listing process and confirm compliance with the Listing Rules to the UKLA. Requirements Companies will need to satisfy a number of key requirements relating to their status, shares, business record and management. These differ according to whether the company is a property company with a three-year track record, or is seeking a listing as a closed-ended investment fund which specialises in property investments (referred to below as a property investment fund ). A brief table showing certain key requirements is set out above. The issuer The general requirements under the Listing Rules for an issuer apply to both a property company and a property investment fund and include: the issuer must be duly incorporated and acting in accordance with its constitution; the shares to be issued must be duly authorised and validly issued; the shares must be admitted to trading on a Recognised Investment Exchange s market for listed securities (eg the Main Market of the London Stock Exchange); the shares must be freely transferable; the shares must be fully paid and free from liens and restrictions on transfer (except as a result of permitted company ownership investigations);
3 the expected market value of the shares must be at least 700,000 (a higher value is likely in practice); the whole class of its ordinary shares must be listed; a prospectus must be approved by the UKLA and published. The UKLA can grant some exemptions and also impose special requirements to protect investors. In some cases a prospectus will not be approved by the UKLA, but will instead be approved by the relevant authority in another EEA state. Property companies A company with an existing business can apply for a primary listing of its ordinary shares. It must also satisfy the following requirements under the Listing Rules: its accounts must cover at least three years and the last period covered must not end more than six months before the prospectus; the accounts must be consolidated for subsidiary undertakings, independently audited in accordance with EEA accounting standards or equivalent, and have been reported on without modification; at least 75 per cent of its business must be supported by a historic revenue-earning record; it must control the majority of its assets, including over the three-year period; it must carry on an independent business as its main activity; it must have sufficient working capital for at least the next 12 months; a sufficient number of shares (25 per cent of the total) must have been distributed on admission to the public; the shares must be suitable for electronic settlement. As a UK-REIT, it will also need to avoid having shares controlled by persons which make it a close company. This will also apply if it is a property investment fund. Property investment funds A company wishing to list as a property investment fund under the open-ended investment company regime and use this as the means to become a UK-REIT does not need a three-year track record. However, in addition to the requirements listed above under The issuer, it will need to satisfy specific listing requirements including: it must have sufficient working capital for at least the next 12 months; a sufficient number of shares (25 per cent of the total) must have been distributed on admission to the public; the shares must be suitable for electronic settlement; the accounts must be independently audited in accordance with EEA accounting standards or equivalent, and have been reported on without modifications; it must invest and manage its assets in a way which is consistent with its object of spreading investment risk; although there is no restriction on it taking a controlling stake in an investee company, to ensure a spread of investment risk it should avoid: 1. cross-financing between its investee businesses including, for example, through the provision of undertakings or security for borrowings by such businesses for the benefit of another; and 2. the operation of common treasury functions as between it and its investee companies; it must not conduct any trading activity which is significant in the context of its group as a whole, although this does not prevent its investee companies doing so; no more than 10 per cent, in aggregate, of the value of its total assets at admission may be invested in other listed closed-ended investment funds; it must control the investment policy of any investee company or fund which itself invests in a portfolio of investments; it must publish an investment policy that contains information about the policies it will follow relating to asset allocation, risk diversification, and gearing, and that includes maximum exposures; it must have a board of directors or equivalent body which is independent of any investment manager appointed to manage its investments. The prospectus The prospectus, which is required as part of the process for listing a UK-REIT, must contain all the information that investors and their professional advisers might reasonably require, and reasonably expect to find, for the purpose of making an informed assessment of: 1. the assets and liabilities, financial position, profits and losses, and prospects of the issuer; and 2. the rights attaching to the shares.
4 The Prospectus Rules contain a schedule and buildingblocks for a prospectus. These will need to be followed, including the minimum requirements for an issuer which include: details of its principal activities; its group structure; details of its properties and environmental issues; its financial condition and results; its financial resources; trends in its business; management information including benefits and remuneration of specific directors and senior management; corporate governance information on its audit and remuneration committees; information on employees; information on major shareholders; related party transactions; financial information; its dividend policy and record; legal and arbitration proceedings; share-capital information; a summary of specific constitutional document terms; material contracts entered into in the previous two years; a working-capital statement; a capitalisation and indebtedness statement; the reason for, and details of, the terms for the shares being offered; of any underwriting; lock-up arrangements; expenses of the issue; persons responsible for the prospectus; information about the auditors; if available, selected financial information; risk factors; history and development of the issuer; details of the investments. Continuing obligations Under the Listing Rules, a UK-REIT will need to comply with a number of continuing obligations including: the appointment of a registrar; the control of inside information and compliance with the Disclosure and Transparency Rules, including the disclosure of price-sensitive information through a Regulatory Information Service (RIS); putting in place dealing obligations for directors, other persons with managerial responsibilities and employees with access to inside information (in particular, by adopting the Model Code); keeping a minimum number of shares in public hands; complying with the listing rules (as regards communication with shareholders and the conduct of transactions, including share issues, acquisitions and disposals of assets and constitutional changes); making announcements, coordinating communications and, possibly, obtaining shareholder approvals for significant transactions, or where there is a related party such as a director or substantial shareholder. A property investment fund which is listed under the closed-ended investment company regime is also subject to specific continuing obligations, including: it must have a published investment policy which complies with the Listing Rules at all times, investing and managing its assets: 1. in a way which is consistent with its object of spreading investment risk; and 2. in accordance with its published investment policy; not at any time conducting a significant trading activity; when making an acquisition of a constituent investment, observing the principles relating to cross-holdings set out above; continuing to comply with the other listing requirements referred to above; obtaining the prior approval of its shareholders to any material change to its published investment policy; unless approved by shareholders not issuing further shares of the same class as existing shares for cash at a price below the net asset value per share of those shares otherwise than on a pre-emptive basis; complying with the Model Code;
5 complying with the Listing Rules relating to transactions with related parties which includes any investment manager of the fund; observing rules in relation to significant transactions, except in relation to transactions that are executed in accordance with the scope of its published investment policy; notifying a Regulatory Information Service provider of the following: 1. any change in its tax status; and 2. within five business days of the end of each calendar month, a list of all investments in other listed closedended investment funds, as at the last business day of that month, which themselves do not have stated investment policies to invest no more than 15 per cent of their total assets in other listed closed-ended investment funds. Companies will need a sponsor to assist them in complying with these obligations. Financial information A UK-REIT will be required to: publish its annual financial report at the latest four months after the end of each financial year; and publish a half-yearly financial report covering the first six months of the financial year within two months after the period to which the report relates. A UK-REIT which is listed as a closed-ended property company is required to make additional disclosures in its accounts including information relating to its investment manager, the full text of its investment policy and how it has implemented the policy. In addition, it will also specifically be required to publish a summary of the valuation of its portfolio. Dividends Apart from the specific requirements relating to distributions under the UK-REIT regime, a UK-REIT will also need to follow the guidelines set by the Dividend Procedure Timetable, published on the Exchange s website at and notified to the Exchange in advance. Settlement Shares will be settled in either CREST or Euroclear. Other central securities depositaries will be considered on a caseby-case basis. Corporate governance In addition to the specific requirements of the Listing Rules and Disclosure and Transparency Rules, a UK-REIT will be expected to satisfy UK corporate governance requirements. Fees A UK-REIT will be required to pay to the UKLA an initial application fee, an annual fee and a financial reporting fee. Current amounts for such fees may be found in the Fees Manual of the FSA Handbook ( A fee for admission to trading and an annual fee will also be payable to the Exchange, depending on the UK-REIT s market capitalisation. Takeover code A UK-REIT will be subject to the Takeover Code. A takeover may cause loss of UK-REIT status. Copyright June 2008 London Stock Exchange plc. Registered in England and Wales No London Stock Exchange plc has used all reasonable efforts to ensure that the information contained in this publication is correct at the time of going to press, but shall not be liable for decisions made in reliance on it. London Stock Exchange and the coat of arms device are registered trade marks of London Stock Exchange plc. London Stock Exchange 10 Paternoster Square London EC4M 7LS Telephone: +44 (0) REITS/ABS/158
How to qualify as a uk-reit
REITS REAL ESTATE INVESTMENT TRUSTS How to qualify as a uk-reit Chris Luck & Michael Cant, Nabarro LLP The UK-REIT regime The UK-REIT regime is set out in Part 4 of the Finance Act 2006 (as updated by
More informationUnited Kingdom: Main Market - IPO Overview
United Kingdom: Main Market - IPO Overview 1 Regulatory Background 1.1 Overview of Regulatory Requirements The requirements for listing on the Main Market (premium and standard) of the London Stock Exchange
More informationL I S T I N G A N D A D M I T T I N G R E T A I L B O N D S. Order book for Retail Bonds
L I S T I N G A N D A D M I T T I N G R E T A I L B O N D S Order book for Retail Bonds Contents Introduction...3 Requirements for admission to the Order book for Retail Bonds...4 Listing and admission
More informationPART A: Redlined changes to the current AIM Rules for Companies. AIM opened on 19 June 1995. It is regulated by London Stock Exchange plc.
STOCK EXCHANGE AIM NOTICE 30 PROPOSED RULE CHANGES & AIM NOTE FOR INVESTING COMPANIES PART A: Redlined changes to the current AIM Rules for Companies Introduction AIM opened on 19 June 1995. It is regulated
More informationOCTOPUS ECLIPSE VCT PLC
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt about the action to be taken, you should immediately consult your bank manager, stockbroker, solicitor, accountant
More informationCONTENTS. Page. Important Information 3. Introduction to Alliance Trust PLC 5. Investment Policy & Strategy 7. Risk Management 11
INVESTOR DISCLOSURE DOCUMENT February 2016 This document is issued by Alliance Trust Investments (the AIFM ) solely in order to make certain particular information available to investors in Alliance Trust
More informationObtaining a premium or standard listing on the London Stock Exchange
Obtaining a premium or standard listing on the London Stock Exchange An overview 16 Old Bailey, London EC4M 7EG tel: +44 (0)20 7597 6000 fax: +44 (0)20 7597 6543 www.withersworldwide.com Contents 1. Introduction...1
More informationOrder book for Retail Bonds. Listing and admitting retail bonds
Order book for Retail Bonds Listing and admitting retail bonds ORB aims to offer retail investors efficient access to an on-screen secondary market in London listed debt instruments. Order book for Retail
More informationLONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013
LONDON STOCK EXCHANGE HIGH GROWTH SEGMENT RULEBOOK 27 March 2013 Contents INTRODUCTION... 2 SECTION A ADMISSION... 3 A1: Eligibility for admission... 3 A2: Procedure for admission... 4 SECTION B CONTINUING
More informationM&G HIGH INCOME INVESTMENT TRUST P.L.C
This document is issued by M&G Securities Limited as the alternative investment fund manager (AIFM) of M&G High Income Investment Trust PLC (the "Company") solely in order to make certain information available
More informationSTANDARD LIFE INVESTMENTS PROPERTY INCOME TRUST LIMITED
This document is issued by Standard Life Investments Property Income Trust Limited (the "Company") and is made available by Standard Life Investments (Corporate Funds) Limited (the AIFM ) solely in order
More informationThe Scottish Investment Trust PLC
The Scottish Investment Trust PLC INVESTOR DISCLOSURE DOCUMENT This document is issued by SIT Savings Limited (the Manager ) as alternative investment fund manager for The Scottish Investment Trust PLC
More informationMain Securities Market LISTING RULES. and Admission to Trading Rules
Main Securities Market LISTING RULES and Admission to Trading Rules Release 2 14 April 2014 CONTENTS Chapter 1 Compliance with and Enforcement of the Listing Rules 1.1 Preliminary 1.2 Modifying Rules and
More informationEDISTON PROPERTY INVESTMENT COMPANY PLC
E095\001\EH5977615.4 This document is issued by Ediston Investment Services Limited as alternative investment fund manager of Ediston Property Investment Company plc (the "Company") solely in order to
More informationEngland and Wales Treasury Shares Guide IBA Corporate and M&A Law Committee [2014]
England and Wales Treasury Shares Guide IBA Corporate and M&A Law Committee [2014] Contact Greg Scott, Partner Memery Crystal LLP gscott@memercrystal.com 1 Contents Page SCOPE OF THIS REPORT... 3 GENERAL
More informationListing an Overseas Oil and Gas Company on the London Stock Exchange
Listing an Overseas Oil and Gas Company on the London Stock Exchange Introduction The London Stock Exchange (the LSE ) has long provided an attractive forum for companies with oil and gas operations outside
More informationAIM Rules for Companies (effective 17 February 2010)
AIM Rules for Companies Introduction 1 Part One AIM Rules 3 Retention and role of a nominated adviser 3 Applicants for AIM 3 Special conditions for certain applicants 4 Principles of disclosure 5 General
More informationUnited Kingdom: Alternative Investment Market ( AIM ) - IPO Overview
United Kingdom: Alternative Investment Market ( AIM ) - IPO Overview 1 Regulatory Background 1.1 Overview of Regulatory Requirements The requirements for listing on the AIM are found in the rules of the
More informationInvesco Property Income Trust Limited
THIS DOCUMENT AND THE ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank
More informationCHAPTER 16 INVESTMENT ENTITIES
CHAPTER 16 INVESTMENT ENTITIES Introduction 16.1 This Chapter sets out the requirements for the listing of the securities of investment entities, which include investment companies, unit trusts, closed-end
More informationA I M R U L E S F O R C O M PA N I E S F E B R U A R Y 2 0 0 7
A I M R U L E S F O R C O M PA N I E S F E B R U A R Y 2 0 0 7 AIM Rules for Companies Introduction 2 Part One AIM Rules 3 Retention and role of a nominated adviser 3 Applicants for AIM 3 Special conditions
More informationAIM Rules for Companies. January 2016
AIM Rules for Companies January 2016 1 AIM Rules for Companies Introduction 3 Part One AIM Rules 4 Retention and role of a nominated adviser Applicants for AIM 4 4 Special conditions for certain applicants
More informationSTANDARD LIFE EUROPEAN PRIVATE EQUITY TRUST PLC
This document is issued by Standard Life European Private Equity Trust PLC (the "Company") and is made available by SL Capital Partners LLP (the AIFM ) solely in order to make certain particular information
More informationAIM Rules for Companies May 2014
AIM Rules for Companies May 2014 AIM Rules for Companies Introduction 2 Part One AIM Rules 3 Retention and role of a nominated adviser 3 Applicants for AIM 3 Special conditions for certain applicants 4
More informationOne Strand Trafalgar Square London England WC2N 5HR. www.braemar.com
One Strand Trafalgar Square London England WC2N 5HR www.braemar.com (incorporated and registered in England and Wales under company registration number 02286034) Contents PART 1 Letter from the Chairman
More informationDividend Procedure Timetable 2015
Dividend Procedure Timetable 2015 A dividend timetable which follows the guidelines set by the Dividend Procedure Timetable, need not be notified to London Stock Exchange ( the Exchange ) in advance, provided
More informationACORN INCOME FUND LIMITED
ACORN INCOME FUND LIMITED (a company incorporated and registered in Guernsey with registered number 34778) Directors: Helen Green (Non-executive Chairman) Nigel Ward (Non-executive Director) David Warr
More informationCONSULTATION PAPER MARCH 2010. Corporate Actions Processing on the International Order Book
CONSULTATION PAPER MARCH 2010 Corporate Actions Processing on the International Order Book Contents 1 Introduction... 3 1.1 Purpose of this document...3 1.2 Readership...4 1.3 Contact details...4 2 Corporate
More informationGUIDE TO PUBLIC OFFERING OF COMPANIES IN GUERNSEY, ISLE OF MAN AND JERSEY
GUIDE TO PUBLIC OFFERING OF COMPANIES IN GUERNSEY, ISLE OF MAN AND JERSEY CONTENTS PREFACE 1 1. Introduction 2 2. Why Choose Guernsey, Isle of Man or Jersey? 2 3. Company Incorporations, Migrations and
More informationThe Australian Stock Exchange ("ASX") - IPO Overview
The Australian Stock Exchange ("ASX") - IPO Overview 1. Regulatory Background 1.1 Overview of Regulatory The Corporations Act 2001 ("Act") regulates the requirements for listing on the ASX. The Act prohibits
More informationwww.pwc.com/mn/capital-markets
www.pwc.com/mn/capital-markets Listing in London A guide to premium and standard listings of equity and flotation on AIM Capital Markets About this brochure This brochure summarises the different London
More informationSteps to a Successful AIM Listing
The AIM listing Process Steps to a Successful AIM Listing Darryl Levitt Andrew Derksen Background Established in 1995, AIM now has 1,501 companies trading (of these 252 are overseas companies) with a total
More informationSETTING THE STANDARD FOR EXCELLENCE. A guide to the Main Market
SETTING THE STANDARD FOR EXCELLENCE A guide to the Main Market The Main Market is the global listing environment of choice for established, ambitious companies. CONTENTS Main Market: the market of choice
More informationDividend Procedure Timetable 2016
Dividend Procedure Timetable 2016 A dividend timetable which follows the guidelines set by the Dividend Procedure Timetable, need not be notified to London Stock Exchange ( the Exchange ) in advance, provided
More informationHICL INFRASTRUCTURE COMPANY LIMITED
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this document or the action that you should take, you should seek your own personal financial
More informationTitle: Code for Dealing in Securities
GSK Policy Title: Code for Dealing in Securities Official Short Title: Code for Dealing in Securities Key Points No employee may deal in GlaxoSmithKline plc securities ( GSK securities ) if he or she is
More informationST IVES PLC ST IVES LONG TERM INCENTIVE PLAN 2010. Approved by shareholders of the Company on. Adopted by the board of the Company on
DISPLAY VERSION ST IVES PLC ST IVES LONG TERM INCENTIVE PLAN 2010 Approved by shareholders of the Company on Adopted by the board of the Company on The Plan is a discretionary benefit offered by St Ives
More information3I INFRASTRUCTURE LIMITED (THE COMPANY ) PLACING AND OPEN OFFER OF 108,132,277 NEW ORDINARY SHARES AT 106 PENCE PER NEW ORDINARY SHARE
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR AUSTRALIA 3I INFRASTRUCTURE LIMITED
More informationCamellia Plc. Proposed Delisting from the Official List and Admission to trading on AIM
11 July 2014 Camellia Plc Proposed Delisting from the Official List and Admission to trading on AIM Camellia (CAM.L), the global agriculture and horticulture group, whose activities also extend to engineering,
More informationExchange Traded Funds and the UCITS Framework
Exchange Traded Funds and the UCITS Framework 0 EXCHANGE TRADED FUNDS AND THE UCITS FRAMEWORK Introduction An Exchange Traded Fund ( ETF ) is an investment vehicle that, in its typical form, is designed
More informationLondon Stock Exchange Admission and Disclosure Standards. EFFECTIVE 4 April 2016
London Stock Exchange Admission and Disclosure Standards EFFECTIVE 4 April 2016 Contents CONTENTS... I GLOSSARY... 1 SECTION 1: INTRODUCTION... 10 SECTION 2: ADMISSION CONDITIONS... 16 PART 1 Admission
More informationArticle 23/FUND 3.2.2R Disclosures
Article 23/ Disclosures Phoenix Asset Management Partners Ltd. is authorised and regulated by the Financial Conduct Authority (FCA) 64 66 Glentham Road London SW13 9JJ +44 (0) 208 600 0100 phoenix@pamp.co.uk
More informationChapter 21 INVESTMENT VEHICLES INVESTMENT COMPANIES. General
Chapter 21 INVESTMENT VEHICLES CHAPTER 21 INVESTMENT COMPANIES General 21.01 The Exchange Listing Rules apply as much to issues of equity securities or debt securities by investment companies as they do
More informationRNS Service Agreement
RNS Service Agreement Guidance i) This Agreement must be completed and submitted to us in order to give your organisation access to Announcement services and other RNS products. ii) Having completed the
More informationEXCHANGE Traded Funds
EXCHANGE TRADED FUNDS EXCHANGE Traded Funds Guide to listing on the Cayman Islands Stock Exchange Contents Introduction... 3 What CSX has to offer... 4 The listing process... 6 Conditions for listing...
More informationNew UK Premium and Standard Listing Regime.
March 2010 New UK Premium and Standard Listing Regime. The new premium and standard segments of the UK listing regime take effect on 6 April and the FSA has now published the final rule amendments needed
More informationGUIDE TO LISTING OF PIK NOTES ON THE CISE: PRIVATE EQUITY TRANSACTIONS IN THE CHANNEL ISLANDS
GUIDE TO LISTING OF PIK NOTES ON THE CISE: PRIVATE EQUITY TRANSACTIONS IN THE CHANNEL ISLANDS CONTENTS PREFACE 1 1. PIK Notes 2 2. CISE Listing 2 3. Appleby Securities (Channel Islands) Limited 2 APPENDIX
More informationA guide to joining AIM - the LSE s market for smaller and growing companies
A guide to joining AIM - the LSE s market for smaller and growing companies Contents Introduction 2 AIM - Key questions 3 AIM - Key issues 4 Routes to Admission 6 Advisers - Who needs to be involved?
More informationThe Bermuda Stock Exchange
The Bermuda Stock Exchange Foreword This Memorandum has been prepared for the assistance of anyone who requires information about the Bermuda Stock Exchange. It deals in broad terms with the Bermuda Stock
More informationChapter 10 EQUITY SECURITIES RESTRICTIONS ON PURCHASE AND SUBSCRIPTION
Chapter 10 EQUITY SECURITIES RESTRICTIONS ON PURCHASE AND SUBSCRIPTION Restrictions on Preferential Treatment of Purchase and Subscription Applications 10.01 Normally no more than ten per cent. of any
More informationENTERPRISE SECURITIES MARKET RULES FOR COMPANIES
ENTERPRISE SECURITIES MARKET RULES FOR COMPANIES Release 3 16 October 2015 Contents Introduction 3 Part 1 ESM Rules 4 Retention and role of an ESM Advisor 4 Applicants for ESM 4 Special conditions for
More informationHow To Encourage A Uk Real Estate Investment Trust
Heart of the world s financial markets NOVEMBER 2012 Agenda 1. Order Book for Retail Bonds 2. Why do companies float in London 3. What is a REIT 4. Key changes post Finance Bill 2012 5. Routes to Market
More informationIssue of New Shares including an Initial Placing and a Placing Programme
This document comprises a prospectus relating to Aurora Investment Trust plc (the "Company") prepared in accordance with the Prospectus Rules and Listing Rules of the UK Listing Authority made under section
More informationFORESIGHT VCT PLC. (Registered in England and Wales under number 03421340) MERGER PROSPECTUS
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE IN ANY DOUBT ABOUT WHAT ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO SEEK YOUR OWN FINANCIAL ADVICE IMMEDIATELY FROM YOUR
More informationFinancial Services (Collective Investment Schemes) FINANCIAL SERVICES (EXPERIENCED INVESTOR FUNDS) REGULATIONS 2012
Financial Services (Collective Investment Schemes) 2005-48 Legislation made under s. 52. FINANCIAL SERVICES (EXPERIENCED INVESTOR FUNDS) (LN. ) Commencement 12.4.2012 Amending enactments Relevant current
More informationPART I GENERAL. Chapter 1. General provisions. Section 1. General scope of application of the Act
1(49) Unofficial translation Amendments up to 258/2013 included 746/2012 Issued in Helsinki on 14 December 2012 Securities Markets Act Pursuant to the decision of Parliament, the following is enacted:
More informationBursa Malaysia - IPO Overview
Bursa Malaysia - IPO Overview Main Market Listing on the Main Market of Bursa Malaysia ( Main Market ) is for established companies with a track record. 1. Regulatory Background 1.1 Overview of Regulatory
More informationRules for the admission of shares to stock exchange listing (Listing Rules)
Rules for the admission of shares to stock exchange listing (Listing Rules) TABLE OF CONTENTS: 1. GENERAL... 3 2. CONDITIONS FOR ADMISSION TO LISTING... 3 2.1 GENERAL CONDITIONS... 3 2.1.1 Public interest,
More informationNotice of Annual General Meeting
Notice of Annual General Meeting Croda International Plc Cowick Hall Snaith Goole East Yorkshire DN14 9AA England Tel +44 (0)1405 860551 Fax +44 (0)1405 861767 Holders of ordinary shares are entitled to
More informationDIRECT LINE INSURANCE GROUP PLC FREQUENTLY ASKED QUESTIONS. The following sets out some frequently asked questions and provides brief responses.
DIRECT LINE INSURANCE GROUP PLC FREQUENTLY ASKED QUESTIONS The following sets out some frequently asked questions and provides brief responses. Please read both the questions and answers below and the
More informationBaronsmead VCT 2 plc. Prospectus
Baronsmead VCT 2 plc (to be renamed Baronsmead Venture Trust plc) Prospectus Issue of up to 85 million New Shares in connection with the recommended proposals for the merger with Baronsmead VCT plc and
More informationJOINT ANNOUNCEMENT MAVEN INCOME AND GROWTH VCT 4 PLC ( MIG 4 ) ORTUS VCT PLC ( ORTUS ) 1 MARCH 2013
JOINT ANNOUNCEMENT MAVEN INCOME AND GROWTH VCT 4 PLC ( MIG 4 ) ORTUS VCT PLC ( ORTUS ) 1 MARCH 2013 RECOMMENDED PROPOSALS TO CONSOLIDATE MIG 4 SHARE CLASSES, MERGE MIG 4 AND ORTUS (TOGETHER THE COMPANIES
More informationRolls-Royce Holdings plc. Shareholder guide June 2014
Rolls-Royce Holdings plc Shareholder guide June 2014 Contents Payments to Shareholders Payments to shareholders............................................3 Receive cash.....................................................4
More informationGOING FOR. Dairy Crest Group plc Notice of Twentieth Annual General Meeting
GOING FOR Dairy Crest Group plc Notice of Twentieth Annual General Meeting THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to what action you should take, you
More informationWestmount Energy Limited
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult your stockbroker,
More informationThe FCA s new Listing Regime An overview of the key changes and impacts of the final rules in PS14/8
An overview of the key changes and impacts of the final rules in PS14/8 BRIEFING MAY 2014 INTRODUCTION On 2 October 2012, the FCA s predecessor launched a consultation (CP12/25) on Enhancing the effectiveness
More informationCopies may be obtained from: The Financial Services Authority. 25 The North Colonnade. London E14 5HS. Telephone: 0845 608 2372
The Listing Rules Copies may be obtained from: The Financial Services Authority 25 The North Colonnade London E14 5HS Telephone: 0845 608 2372 Financial Services Authority. 2002 All rights reserved. Registered
More informationHENDERSON PRIVATE EQUITY INVESTMENT TRUST PLC
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you should consult your stockbroker, bank manager, solicitor, accountant or other
More informationInitial Public Offering. Are you ready to float?
Initial Public Offering Are you ready to float? What is an IPO? Are you considering listing your company on a stock exchange? In recent times, the phrases listing and floating have been replaced with an
More informationThe Warsaw Stock Exchange Rules
(text consolidated at 20 June 2012)* * 1) The Rules adopted by the Supervisory Board by Resolution No. 1/1110/2006 dated 4 January 2006, as amended by the Exchange Supervisory Board: - by Resolution No.
More informationMX OIL PLC. (registered in England and Wales with company number 5311866) Proposed Share Capital Reorganisation. and. Notice of General Meeting
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, or the action you should take, you are recommended immediately to seek your
More informationThe issue by Octopus Apollo VCT plc of Scheme Shares in connection with the acquisition of the assets and liabilities of Octopus VCT plc
24 October 2014 Octopus Apollo VCT plc The issue by Octopus Apollo VCT plc of Scheme Shares in connection with the acquisition of the assets and liabilities of Octopus VCT plc Offer for Subscription by
More informationUK Commercial Property Trust Limited
U028\001\EH5708673.1 This document is issued by Ignis Fund Managers Limited (as alternative fund manager of UK Commercial Property Trust Limited (the "Company")) solely in order to make certain particular
More informationAIM Companies Corporate transactions and the AIM Rules for Companies A quick reference guide for directors
AIM Companies Corporate transactions and the AIM Rules for Companies A quick reference guide for directors Introduction If you are considering: the sale of a business; the purchase of a company; or a fundraising,
More informationScrip Dividend Scheme Terms and Conditions
Scrip Dividend Scheme Terms and Conditions If you are in any doubt about the action you should take with this document, you should immediately consult an appropriate independent advisor duly authorised
More informationDISCLOSURE OF CONTRACTS FOR DIFFERENCES
DISCLOSURE OF CONTRACTS FOR DIFFERENCES The United Kingdom Financial Services Authority ("FSA") has recently announced that its regime for disclosure of major shareholdings will be expanded to include
More information296,450,000 million Convertible Bonds due 2016 Convertible into Ordinary Bearer Shares of Salzgitter AG
This is not an offering memorandum or offering circular or prospectus and should not be treated as offering material of any sort and is for information purposes only. NOT FOR DISTRIBUTION IN OR TO THE
More informationWhere to List Bonds Issued in the International Markets by Asian Corporates?
May 2012 BRIEFING NOTE Where to List Bonds Issued in the International Markets by Asian Corporates? Introduction In this briefing note we highlight some of the factors which determine the choice of listing
More informationCapital Raising in Australia An Overview
Capital Raising in Australia An Overview 13 November 2015 Overview Whilst Australia represents only 2.26% of the world s population, Australia has sophisticated capital market and by world comparison is
More informationIssue of up to 12,291,832 New Shares in aggregate
This document comprises a prospectus relating to Baillie Gifford Shin Nippon PLC (the "Company") prepared in accordance with the Prospectus Rules and Listing Rules of the UK Listing Authority made under
More informationICAEW TECHNICAL RELEASE GUIDANCE ON FINANCIAL POSITION AND PROSPECTS PROCEDURES
TECHNICAL RELEASE ICAEW TECHNICAL RELEASE TECH 01/13CFF GUIDANCE ON FINANCIAL POSITION AND PROSPECTS PROCEDURES ABOUT ICAEW ICAEW is a professional membership organisation, supporting over 140,000 chartered
More informationCHINA GROWTH OPPORTUNITIES LIMITED
UNAUDITED CONDENSED HALF-YEARLY REPORT AND FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2013 CHAIRMAN S STATEMENT I am pleased to have the opportunity to present the unaudited condensed half-yearly
More informationFees for issuers. 1 A p r i l 2 0 1 3
Fees for issuers 1 A p r i l 2 0 1 3 1 Introduction This document contains details of the London Stock Exchange plc fees for both United Kingdom incorporated ( UK ) companies and overseas incorporated
More informationCompanies (Consolidated Accounts) 1999-28
Companies (Consolidated Accounts) 1999-28 COMPANIES (CONSOLIDATED ACCOUNTS) ACT by Act. 2014-19 as from 1.11.2014 Principal Act Act. No. 1999-28 Commencement 1.4.2000 Assent 28.10.1999 Amending enactments
More informationInitial Public Offers
Initial Public Offers 3 Contacts Russell Holden Partner, London +44 (0)20 7300 4678 r.holden@taylorwessing.com William Belcher Partner, London +44 (0)20 7300 4221 w.belcher@taylorwessing.com Robert Fenner
More informationNEWRIVER RETAIL LIMITED
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or the action you should take, you should immediately consult a person authorised
More informationAIFMD Disclosure Document for Schroder European Real Estate Investment Trust plc
AIFMD Disclosure Document for Schroder European Real Estate Investment Trust plc Dated: 6 November 2015 Article 23(1) and (2) of the Directive 2011/61/EU of the European Parliament and of the Council of
More informationACT of 27 May 2004 on Investment Funds 1. Part I General Provisions
The present English text is furnished for information purposes only. The original Polish text published in the Journal of Laws is binding in all respects. ACT of 27 May 2004 on Investment Funds 1 Part
More informationCAYMAN ISLANDS. Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION)
CAYMAN ISLANDS Supplement No. 1 published with Gazette No. 22 of 22nd October, 2012. MUTUAL FUNDS LAW (2012 REVISION) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part), 9 of 1998, 4 of
More informationTerms and conditions of the New Generation Personal Pension SIPP Option execution-only stock broking and fund supermarket. Reference MPEN8/D 09.
Terms and conditions of the New Generation Personal Pension SIPP Option execution-only stock broking and fund supermarket Reference MPEN8/D 09.14 Contents Page Our appointed stockbroker 3 Responsibility
More informationSlovakia Regulation FUNDS AND FUND MANAGEMENT 2010. 2.1 Type of funds. An open-ended mutual fund. A closed-ended mutual fund. Special mutual fund:
Slovakia Regulation FUNDS AND FUND MANAGEMENT 2010 2.1 Type of funds The following types of funds may be formed under Slovak law: An open-ended mutual fund A closed-ended mutual fund Special mutual fund:
More informationFirst North Bond Market Rulebook 3 July 2016
First North Bond Market Rulebook 3 July 2016 Table of Contents 1. Introduction... 4 2. Admission to trading and removal from trading of fixed income instruments on First North Bond Market... 6 2.1 General...
More informationAppendix 5. Admission to Trading Rules. Contents. Introduction 2. Part 1 Admission to the Main Securities Market 3. 1 General 3
Appendix 5 Admission to Trading Rules Contents Introduction 2 Part 1 Admission to the Main Securities Market 3 1 General 3 2 Conditions for Admission 3 3 Application Process 5 4 Continuing Obligations
More informationHUME EUROPEAN OPPORTUNITIES FUND. SUPPLEMENT TO THE PROSPECTUS FOR EUROPEAN WEALTH INVESTMENT FUND plc
HUME EUROPEAN OPPORTUNITIES FUND SUPPLEMENT TO THE PROSPECTUS FOR EUROPEAN WEALTH INVESTMENT FUND plc This document supplements the current prospectus for European Wealth Investment Fund plc (the Company)
More informationNotice of Annual General Meeting 2012
Notice of Annual General Meeting 2012 This document is important and requires your immediate attention. 1 If you are in any doubt about the action you should take, you should seek your own personal financial
More informationMCBRIDE plc GUIDELINES ON SHARE TRADING APPROVAL AND INSIDER DEALING
MCBRIDE plc GUIDELINES ON SHARE TRADING APPROVAL AND INSIDER DEALING 1. INTRODUCTION The Company s Shareholders and the Board would encourage all directors and employees to take a personal interest in
More informationService & Technical Description
Service & Technical Description New Trading Service for ETFs - Euroclear Bank Settlement Version 1.3 4 November 2013 1. Introduction...5 1.1. Purpose... 5 1.2. Readership... 5 1.3.Overview of new Trading
More informationtechnical factsheet 177 Company purchase of own shares
technical factsheet 177 Company purchase of own shares CONTENTS 1. Introduction 2. Legal aspects 3. Taxation 4. Accounting 5. Reporting 6. General business planning issues 7. Ethical considerations for
More informationSupplement No. 5 published with Gazette No. 15 of 20th July, 2009. MUTUAL FUNDS LAW. (2009 Revision)
Supplement No. 5 published with Gazette No. 15 of 20th July, 2009. Mutual Funds Law (2009 Revision) MUTUAL FUNDS LAW (2009 Revision) Law 13 of 1993 consolidated with Laws 18 of 1993, 16 of 1996 (part),
More information