The need for disclosure

• Why must companies disclose information?
• The general obligation to disclose
• What rules govern the disclosure of information?
  • Financial Services and Markets Act 2000: market abuse and S.397
  • UKLA Listing and Disclosure and Transparency Rules
  • City Code on Takeovers and Mergers
  • Companies Act 1985: SS 198, 212
  • Insider Dealing Rules
• How to disseminate information: FSA RIS requirements

Specific Disclosure - Mergers and Acquisitions

• Brief review of the stages in a public company transaction
• City Code: general principles of equality and quality of information and secrecy, and consideration of their importance to investors and the market
  • Offer and talks announcements, including merger and tender offers
  • Disclosure of dealings
  • Compulsory Acquisition statements
  • Takeover Panel issue announcements
• UKLA Listing Rules
  • Acquisitions and disposals by listed companies, and the Class Tests
  • Class One, Reverse and RPT circulars and announcements
  • Class Two and Three announcements
  • AIM Rules on substantial transactions
• Other M&A announcements
  • Joint ventures, agreements and alliances
  • Competition Commission report

Specific disclosures - Financial and Trading

• UKLA Rules and the general obligation to disclose
• Control of information and insider lists
• Specific disclosure requirements
  • Results: 1st quarter, interim, 3rd quarter and final financial results
  • Trading statements
  • Dividend declarations
  • AGM and EGM notices and results
  • Directorate changes and shareholdings
  • PDMR disclosures

Specific disclosures - Capital Issues and Sector-Specific

• Specific disclosure requirements: capital issues
  • Suspension and listing announcements (urgent priority announcements)
  • Capital reorganisation
  • Issues of equity and debt, including additional listings and block listings
  • Share buy-backs
  • Substantial shareholdings
• Sector-specific announcements: eg. investment trusts, mineral companies, financial companies