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Advanced Negotiation Issues in M&ADate:

Location: London Standard Price: £*** + VATMembership Price: £*** + VAT

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The specialist in highly technical, market-driven banking and corporate finance training

Corporate Finance Regulatory CoursesAll courses can be presented In-House or via Live Webinar

web: redliffetraining.co.uk email: [email protected] phone: +44 (0)20 7387 4484

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PUBLIC COURSES

■ Introduction to the FCA Listing, Disclosure and Transpar-ency and Prospectus Rules

■ Advanced FCA Listing Rules: Latest updates with DTRs ■ Introduction to The Takeover Code ■ Advanced Takeover Code

• Listing Rules and Takeover Code Fundamentals• Market Abuse Regulation – Update


Corporate Membership Scheme

Our Corporate Membership Schemes are not valid on any courses held on an in-house basis and are in line with our standard Terms & Conditions

If you would like to enquire about one of our Corporate Membership Schemes then please call or email us for more information.

Email: [email protected] Tel: +44 (0) 20 7387 4484

Our Corporate Membership Scheme gives clients the benefit of discounted course places with absolutely no

restrictions.

Clients pay an annual subscription fee of £595 + VAT to receive 20% discount on all public course and conference

bookings irrespective of the numbers booked.

You Corporate Membership Scheme can be used once payment is received and will be valid for one year.

web: redliffetraining.com email: [email protected] phone: +44 (0)20 7387 4484


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Introduction To The FCA Listing, Disclosure And Transparency And Prospectus RulesDate: 11 Oct 2018

Location: London Standard Price: £600 + VAT Membership Price: £480 + VAT

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Course Overview

Participants will learn about the general principles which underpin the Prospectus Rules, Listing Rules and Disclosure and Transparency Rules and be taught about their practical application regarding obtaining listings and executing further transactions.

They will gain a strong understanding of the role of the sponsor, the conditions and methods of listing, the listing procedures and the contents of prospectuses and all aspects of continuing obligations, including the disclosure of inside information.

They will appreciate how the provisions of the EU Prospectus, Market Abuse and Transparency Directives have been brought into UK regulation and examine the different requirements of premium and standard listings compared to those of AIM.

In addition to comprehensive slides, the course documentation includes detailed notes on the rules, summaries of FCA/FSA enforcement cases for breaches of the rules, and extracts from the different types of prospectus and circular covered in the course.

Background to the regulation ■ The EU Prospectus Directive, Market Abuse

Directive and Transparency Directive ■ How the regulators operate ■ Standard and premium listings ■ Recent problems with controlling sharehold-

ers: Bumi and ENRC

Listing Rules ■ Listing principles ■ General requirements for listing ■ Requirements for a premium listing

• Three year track record• 75% of business• Independence• Requirements for companies with con-

trolling shareholder• Special types of issuer

■ Types of flotation ■ Listing application ■ Suspension, cancellation and restoration of

a listing ■ Reverse takeovers ■ Sponsors

• Role and responsibility• Criteria for approval

■ Continuing obligations• Continuing eligibility requirements• Pre-emption rights• Transactions after flotation• Model Code• Documents requiring prior approval

■ Significant transactions• The class tests• Possible adjustment to/disregarding of

profits test • Break fee rules

■ Related party transactions

■ Share buy-backs

The Disclosure and Transparency Rules ■ Principal concepts ■ Effect of Market Abuse Regulation (MAR) on

Disclosure Rules ■ Disclosure and control of inside information by

issuers• What constitutes inside information?• Is an immediate announcement necessary?• Selective disclosure• Market rumours

■ Disclosure of PDMR dealings ■ Annual reports and interim reports ■ Disclosure of shareholdings

• Thresholds• Timing

■ Access to information ■ Corporate governance

Prospectus Rules ■ Requirement to produce a prospectus ■ Exemptions ■ Contents of a prospectus

• Example of rights issue prospectus• Omissions• Incorporation by reference• Historical financial information • Forecasts and pro formas

■ Approval and publication of a prospectus ■ Advertisements ■ Supplementary prospectuses ■ Passporting and third country issuers ■ Responsibility for prospectus

Key regulation differences with AIM ■ Comparison of premium and standard listings

and AIM


http://redcliffetraining.com/training/corporate-finance-training-courses/fca-listing-rules/


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Advanced FCA Listing Rules: Latest Updates with DTRsDate: 07 June 2018, 28 Nov 2018


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On 1 January 2018 a number of updates have been made to the Official List Listing Rules to improve and clarify the rules on the eligibility for a Premium Listing, the classification of significant transactions and reverse takeovers. This course examines these changes and covers other significant updates to the Listing Rules and Technical Notes in the last few years, including shareholder protection and sponsor competence.

The course also covers the Market Abuse Regulation, which became applicable to all quoted companies in the UK in 2016 and is expected to remain, in spite of Brexit, until at least 2019 and probably longer. The requirements of the new MAR and the changes this has brought to the UK market abuse regime are examined.

In addition to comprehensive slides, the course documentation includes exercises illustrating the points in the Technical Notes.

2018 changes ■ Clarification of Premium Listing eligibility

• New holding companies• Historic information on 75% of business• Independence requirements • New Technical Note guidance• Other changes

■ Concessionary routes to listing • New route for property companies• Updates to other routes

■ The Class Tests• Disregarding profits test• Adjustment to profits

■ Suspension of listing for reverse takeovers• Removal of rebuttable presumption• Shell companies• Contacts with FCA

Market Abuse Regulation ■ The new MAR regime

• Replacement of Market Abuse Directive• FCA’s approach to MAR

■ Prohibition of market abuse and market manipulation• Definition of inside information• Insider dealing• Unlawful disclosure

■ Disclosure of inside information• Conditions for delaying disclosure• ESMA guidelines on legitimate interests• Notification of delays in disclosure

■ Safe harbours from market abuse ■ New requirements for insider lists ■ Changes in director/PDMR disclosures

• Information required• Closed period restrictions and excep-

tions

FCA’s rules to strengthen shareholder protection ■ Background to new rules

• Issues arising from Bumi, ENRC and

other controlled companies ■ Controlling shareholders targeted by new

rules ■ Mandatory relationship agreements ■ Enhanced voting rights of minority share-

holders ■ Provisions affecting all companies

• Independent business and guidance• Annual report disclosures• Smaller related party transactions• Changes to Listing Principles• Notifications for breach of ongoing eligi-

bility criteria

Other Listing Rule and guidance issues ■ Sponsors

• Sponsor competence rules• Broadening of “sponsor services”• Smaller related party guidance• Greater responsibility to provide infor-

mation to FCA• On-going identification of conflicts• Guidance on procedures and resourcing

■ Transactions• Other class tests changes and guidance• When supplementary circulars are re-

quired• Updates to circular rules and guidance• Guidance on hostile takeovers and work-

ing capital

http://redcliffetraining.com/training/corporate-finance-training-courses/fca-listing-rules-course/


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Introduction to the Takeover CodeDate: 12 Oct 2018

Location: London Standard Price: £600 + VATMembership Price: £480 + VAT

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Course Overview

On this introduction to the Takeover Code course, participants will learn about how the Takeover Panel operates in practice and how to apply the six general principles.

The course will cover the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers as well as the principles of the bid timetable and the conduct of the parties during an offer period.

The course will examine the circumstances when the Takeover Code is applicable, the relevance of the key rules of the Takeover Code, the application of the Code in practice and the documentation requirements of the Panel.

Introduction to the Takeover Code ■ How the Takeover Panel operates ■ Companies, transactions and persons

subject to the Code ■ Enforcement of the Code

The Six General Principles and their application

Key Code definitions

The approach, announcements and independent advice (Rules 1-3) ■ Secrecy ■ When announcements are required ■ Announcements of possible offers and

naming ■ Terms and pre-conditions in possible

offers ■ Automatic 28 day PUSU ■ Firm offer announcements (Rule 2.7) ■ Consequences of statement of intention

not to make offer ■ Irrevocable commitments ■ Independent advice

Dealing restrictions, disclosures and share purchases ■ Prohibited dealings ( Rule 4) ■ Consideration to be offered (Rules 6 and

11) ■ Consequences of certain dealings (Rule

7) ■ Disclosure requirements in offer period

(Rules 8 and 38) ■ Timing restrictions on acquisition of

shares and exceptions (Rule 5)

Mandatory offers (Rule 9) ■ When required ■ Conditions which are possible ■ Price payable ■ Whitewash procedure ■ Purchase of own shares (Rule 37)

Voluntary offers ■ The acceptance condition (Rule 10) ■ The CMA and the European Commission

(Rule 12) ■ Pre-conditions and conditions in firm offers

(Rule 13) ■ Partial offer requirements (Rule 36)

Provisions applicable to all offers ■ Multiple classes of share capital (Rule 14) ■ Convertibles and warrants (Rule 15) ■ Special deals with favourable conditions

(Rule 16) ■ Announcement of acceptance levels (Rule

17) ■ Restrictions following offers and partial

offers (Rule 35) Conduct during the offer ■ Standards of care for Information (Rule

19) ■ Responsibility for information ■ Unacceptable statements ■ Post-offer undertakings and statements of

intention ■ Equality of information (Rule 20) ■ Restrictions on frustrating action (Rule 21)

Documents ■ Overview of document rules (Rules 23 to

27) ■ Distribution of documents and checklists

(Rule 30)

Profit forecasts, QFBS and asset valuations (Rules 28 and 29) ■ Different types of profit forecast ■ Reporting requirements ■ Disclosures for Quantified Financial Benefit

Statements ■ Consensus forecasts ■ Asset valuation reporting requirements

Outline timetables (Rules 31 to 34 and Appendix 7) ■ Contractual offers ■ Schemes of arrangements

http://redcliffetraining.com/training/corporate-finance-training-courses/takeover-code-course/


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Advanced Takeover CodeDate: 27 Apr 2018, 8 Nov 2018


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This course covers key rules in the Takeover Code regulating takeovers and the bid strategies and tactics that are used in the current marketplace.

The tactical advantage that possible bidders have had in takeovers has changed since the Code Review and the course examines the numerous effects this has had on bidder and target strategies.

Participants will learn how takeovers are conducted from the initial stages to the completion or lapsing of the bid and will gain an understanding of which strategies and tactics have and which have not worked, with examples from many recent deals.

The Takeover Code: Conduct of Offer ■ The UK takeover framework ■ Legal, UKLA and Code provisions

Key rules for the conduct of public bids ■ Announcements

• When possible/firm offer announcements are required

• Advisers’ responsibilities for announce-ments

• What is an untoward share price move-ment?

• Disclosures following announcements• Naming and Put Up or Shut Up• Contents of firm offer

■ Conditions/pre-conditions• When can they be subjective?• When can they be invoked?• What pre-conditions are possible in firm

offer announcements? ■ Minimum consideration following market

purchases ■ Restrictions

• No special deals • Management incentivisation in PTPs• Frustrating actions and exceptions

■ Squeeze out requirements ■ Overview of recent changes to rules ■ Types of takeover

• Offer statistics• Contractual offer timetable• How hostile offers are played out• Timetables in competitive situations• Development of Schemes of Arrangement• The rules for Schemes and timetable• Mandatory offer and whitewash require-

ments and uses• Partial and tender offers – rules and

when they are useful

Public Takeovers: Strategies and Tactics ■ Changes in marketplace which have affected

takeoversBidder Strategies and Tactics ■ Buying share stakes in Target

• Advantages of buying share stakes before and during bid

• Risks of buying stakes• Restrictions on stake-buying and regulatory

requirements • Methods of acquiring stakes• Is it worth holding a large minority stake?

■ Irrevocable undertakings• Advantages of holding irrevocables• Attitude of shareholders• Hard and soft irrevocables• Non-binding letters of intent

■ Impact of Code changes• Return to traditional bid approach• Effect of 28 day PUSU and naming• Work which needs to be done before ap-

proach• Friendly negotiations or hostile offer?• Possible offers and bear hugs

■ Timing considerations of firm offer announce-ments and bid • Issues if US shareholders are present

■ Structure: Scheme of Arrangements or Offer• Advantages and disadvantages compared to

contractual offer• Examples of Schemes/offers meeting share-

holder opposition• Examples of Schemes in competitive situa-

tions ■ Cash or share offer?

• Advantages/disadvantages of cash and shares

• Different mixes of consideration• Cash alternative structures• Other financing structures• Means of using foreign shares

■ Care with statements


http://redcliffetraining.com/training/corporate-finance-training-courses/advanced-takeover-code-course/


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Advanced Takeover CodeContinued

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• Price and other future actions• Post-offer undertakings

■ Concluding the offer• When to increase offer• Are no increase / no extension state-

ments useful?

Target Strategies and Tactics ■ Basic arguments for defence ■ Directors and advisers’ responsibilities

in accepting/rejecting an offer ■ Measures before a bid

• Keeping close to market• Identification of stakes• Position of pension fund

■ Negotiate, open books or make possible offer announcement?• Effects of a possible offer announcement

and timing• Advantages of an auction• When should Target refuse to talk?• When to open up books?

■ Forecasts and undertakings• Profit/dividend forecasts• Restructuring and valuations• Share buy-backs and special dividends• What works best?

■ Pleadings ■ Anti-trust ■ White knight/squire ■ Bolster the board ■ “Get them before they get you”

Both Sides’ Strategies and Tactics ■ Conflicts of interest ■ Examining documents/statements ■ Financial and managerial arguments ■ Direct approach to shareholders/analysts

WHAT OUR CLIENTS ARE SAYING ABOUT THE COURSE:

“The trainer had a good knowledge of the code

& how the various takeovers have been implemented”

“The best aspect of the course has been the chance of having an experienced

professional as a trainer.”

“Good first-hand experience, practical real life examples & updates

of recent rules”

“The trainer had years of experience giving excellent overview of the code”

“Lead by an experienced market practitioner. Very interesting to hear deal experience of other

participants too”


http://redcliffetraining.com/training/corporate-finance-training-courses/advanced-takeover-code-course/


■Course Content

Listing Rules & Takeover Code FundamentalsDate: 11-12 Oct 2018

Location: London Standard Price: £1,100 + VATMembership Price: £880 + VAT

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Course Overview

On day one participants will learn about the general principles which underpin the Prospectus Rules, Listing Rules and Disclosure and Transparency Rules and be taught about their practical application regarding obtaining listings and executing further transactions.

They will gain a strong understanding of the role of the sponsor, the conditions and methods of listing, the listing procedures and the contents of prospectuses and all aspects of continuing obligations, including the disclosure of inside information.

They will appreciate how the provisions of the EU Prospectus, Market Abuse and Transparency Directives have been brought into UK regulation and examine the different requirements of premium and standard listings compared to those of AIM.

On day two participants will learn about how the Takeover Panel operates in practice and how to apply the six general principles.

The course will cover the issues involved in approaching target companies, making announcements, giving independent advice and complying with share dealing restrictions. Participants will also gain a strong understanding of voluntary, mandatory and partial offers as well as the principles of the bid timetable and the conduct of the parties during an offer period.

The course will examine the circumstances when the Takeover Code is applicable, the relevance of the key rules of the Takeover Code, the application of the Code in practice and the documentation requirements of the Panel.

Day One

Background to the regulation ■ The EU Prospectus Directive, Market Abuse

Directive and Transparency Directive ■ How the regulators operate ■ Standard and premium listings ■ Recent problems with controlling sharehold-

ers: Bumi and ENRC ■

Listing Rules ■ Listing principles ■ General requirements for listing ■ Requirements for a premium listing

• Three year track record• 75% of business• Independence• Requirements for companies with con-

trolling shareholder• Special types of issuer

■ Types of flotation ■ Listing application ■ Suspension, cancellation and restoration of a

listing• Reverse takeovers

■ Sponsors• Role and responsibility• Criteria for approval

■ Continuing obligations• Continuing eligibility requirements• Pre-emption rights• Transactions after flotation• Model Code• Documents requiring prior approval

■ Significant transactions• The class tests• Break fee rules

■ Related party transactions ■ Share buy-backs

The Disclosure and Transparency Rules ■ Principal concepts ■ Effect of Market Abuse Regulation (MAR) on

Disclosure Rules ■ Disclosure and control of inside information by

issuers• What constitutes inside information?• Is an immediate announcement necessary?• Selective disclosure• Market rumours

■ Disclosure of PDMR dealings ■ Annual reports and interim reports ■ Disclosure of shareholdings

• Thresholds• Timing

■ Access to information ■ Corporate governance

Prospectus Rules ■ Requirement to produce a prospectus ■ Exemptions ■ Contents of a prospectus

• Example of rights issue prospectus• Omissions• Incorporation by reference• Historical financial information • Forecasts and pro formas

■ Approval and publication of a prospectus ■ Advertisements

http://redcliffetraining.com/training/corporate-finance-training-courses/listing-rules-and-takeover-code-course/


Listing Rules & Takeover Code FundamentalsContinued

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■ Supplementary prospectuses ■ Passporting and third country issuers ■ Responsibility for prospectus

Key regulation differences with AIM ■ Comparison of premium and standard list-

ings and AIM

Day Two:

Introduction to the Takeover Code ■ How the Takeover Panel operates ■ Companies, transactions and persons sub-

ject to the Code ■ Enforcement of the Code

The Six General Principles and their appli-cation

Key Code definitions

The approach, announcements and inde-pendent advice (Rules 1-3) ■ Secrecy ■ When announcements are required ■ Announcements of possible offers and nam-

ing ■ Terms and pre-conditions in possible offers ■ Automatic 28 day PUSU ■ Firm offer announcements (Rule 2.7) ■ Consequences of statement of intention not

to make offer ■ Irrevocable commitments ■ Independent advice

Dealing restrictions, disclosures and share purchases ■ Prohibited dealings ( Rule 4) ■ Consideration to be offered (Rules 6 and 11) ■ Consequences of certain dealings (Rule 7) ■ Disclosure requirements in offer period

(Rules 8 and 38) ■ Timing restrictions on acquisition of shares

and exceptions (Rule 5)

Mandatory offers (Rule 9) ■ When required ■ Conditions which are possible ■ Price payable ■ Whitewash procedure ■ Purchase of own shares (Rule 37)

Voluntary offers ■ The acceptance condition (Rule 10) ■ The CMA and the European Commission

(Rule 12)

■ Pre-conditions and conditions in firm offers (Rule 13)

■ Partial offer requirements (Rule 36)

Provisions applicable to all offers ■ Multiple classes of share capital (Rule 14) ■ Convertibles and warrants (Rule 15) ■ Special deals with favourable conditions (Rule

16) ■ Announcement of acceptance levels (Rule 17) ■ Restrictions following offers and partial offers

(Rule 35) Conduct during the offer ■ Standards of care for Information (Rule 19) ■ Responsibility for information ■ Unacceptable statements ■ Post-offer undertakings and statements of

intention ■ Equality of information (Rule 20) ■ Restrictions on frustrating action (Rule 21

Documents ■ Overview of document rules (Rules 23 to 27) ■ Distribution of documents and checklists (Rule

30)

Profit forecasts, QFBS and asset valuations (Rules 28 and 29) ■ Different types of profit forecast ■ Reporting requirements ■ Disclosures for Quantified Financial Benefit

Statements ■ Consensus forecasts ■ Asset valuation reporting requirements

Outline timetables (Rules 31 to 34 and Ap-pendix 7) ■ Contractual offers ■ Schemes of arrangements

http://redcliffetraining.com/training/corporate-finance-training-courses/listing-rules-and-takeover-code-course/


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Market Abuse Regulation - UpdateDate: 06 Sep 2018


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Course Overview

The EU Market Abuse Regulation (MAR) became applicable in the UK in July 2016 and will remain so at least until 2019 and probably longer, in spite of Brexit. This regulation replaces the Market Abuse Directive and the rules regarding inside information in DTR 2, the dealings of directors and other persons discharging managerial responsibility in DTR 3, and the Model Code. The regulation is also applicable for the first time to AIM companies.

This course examines requirements of the new MAR, its technical standards and its guidelines and the changes this has brought to the UK market abuse regime and to rules for Official List and AIM companies. In addition to comprehensive slides, course documentation includes the forms required by the FCA and a copy of the Market Abuse Regulation and Delegated Regulation.

The new MAR regime ■ Replacement of Market Abuse Directive ■ UK law offences ■ EU Regulations, Standards and Guide-

lines and ESMA ■ FCA’s approach to MAR ■ Extended application covering MTFs

such as AIM

Prohibition of insider dealing and market manipulation ■ Definition of inside information ■ Reasonable investor test ■ UK interpretation ■ Insider dealing and unlawful disclosure ■ Broadening of market manipulation

Disclosure of inside information ■ Requirements for public disclosure ■ Conditions for delaying disclosure ■ ESMA and FCA guidelines on legitimate

interests ■ Notification to FCA of delays in disclo-

sure ■ Standard for delaying disclosure and

notification ■ DTR 2 and AIM Rule 11 and guidance

Safe harbours from market abuse ■ Market soundings standards and ESMA

guidelines ■ Legitimate behaviour ■ Share buy-back programmes ■ Stabilisation

Insider lists ■ Responsibility ■ Technical Standard format with additional

information ■ Requirements for AIM companies

Managers’ transactions ■ Changes in director/PDMR notifications ■ Annual thresholds ■ Technical Standard for disclosure format ■ Revised definition of closed periods ■ Exceptions from closed period dealing

prohibition ■ DTR 3 guidance and deletion of Model

Code ■ AIM Rule 17 and 21 changes and guid-

ance ■ CLLS and Law Society Q&A and ICSA

Dealing Code

What Redcliffe’s clients are saying about the course;

“Helpful in highlighting both areas of change and issues of uncertainty – very

detailed”

“Very good overview of MAR”


http://redcliffetraining.com/training/corporate-finance-training-courses/mar-course/

http://redcliffetraining.co.uk/training/corporate-finance-training-courses/market-abuse-regulation-2016-update/

The specialist in highly technical, market-driven banking and corporate finance training

web: redliffetraining.com email: [email protected] phone: +44 (0)20 7387 4484