A Prospectus Pot Pourri

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A Prospectus Pot Pourri

• But does it smell sweet?

Ashley Painter Taylor Wessing
COLORADO BAR ASSOCIATION
17 November 2005 1556655
Background materials
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Structure of the new regime
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Structure of the new regime cont.
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Listing Principles

• A listed company must take reasonable steps to
  enable its directors to understand their
  responsibilities and obligations directors
• A listed company must take reasonable steps to
  establish and maintain adequate procedures,
  systems and controls to enable it to comply with
  its obligations
• A listed company must act with integrity towards
  holders and potential holders of its listed
  equity securities
• A listed company must communicate information to
  holders and potential holders of its listed
  equity securities in such a way as to avoid the
  creation or continuation of a false market in
  such listed equity securities
• A listed company must ensure that it treats all
  holders of the same class of its listed equity
  securities that are in the same position equally
  in respect of the rights attached to such listed
  equity securities
• A listed company must deal with the FSA in an
  open and co-operative manner

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Enforcement of the Listing Rules

• The FSA has a variety of powers under the
  Financial Services and Markets Act 2000 (FSMA)
  and the Listing Rules to enforce compliance with
  the Listing Rules
• It may required the issuer to provide the FSA or
  to publish such information as it considers
  appropriate to protect investors or to ensure the
  smooth operation of the market
• It may impose a penalty on the issuer or on a
  director who was knowingly concerned in the
  contravention. There is no statutory limit on
  the amount of the penalty
• It may publish a statement concerning the issuer
  or director
• It may also apply to court for an injunction
  restraining the person who has contravened or is
  likely to contravene
• It may apply for a restitution order against a
  person who has contravened a rule. Amounts paid
  to the FSA under a restitution order are
  distributed by it to persons who have suffered
  loss or another adverse effect
• It may suspend the issuers listing

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Main exemptions from requirement to publish as
prospectus
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Main exemptions from requirement to publish as
prospectus cont.
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TAYLOR WESSING WHO ARE WE?

• A European law firm based in UK, Germany, France
  and Brussels
• Aims
• 1. To be regarded as the credible alternative
  to mega-merger firms
• 2. Provide more value in an increasingly
  competitive world
• Clients
• Major corporations, medium sized companies,
  growing enterprises, financial and public
  institutions and high net worth individuals
• 18th largest firm in European Chambers
• One of the most strategically focused firms in
  the market a genuinely European law firm
• Juve