SGS 1 & 2 FLOTATIONS
LEARNING OUTCOMES:
1. identify the key legislation and regulations affecting
equity securities in the UK;
2. advise your client and its board on the advantages
and disadvantages of seeking a flotation;
3. undertake part of a legal due diligence exercise to
ensure that your client is an appropriate applicant
for listing on the Official List under the Listing
Rules; and
4. analyse the management of an applicant company
with reference to the UK Corporate Governance
Code.
SGS 1 Preparation for Listing
SGS 2 Offer & Listing application process
SGS 3 AIM
SGS 4 Liability for share issues
Primary legislation

CA 2006

FSMA 2000 – protects public and stock
exchange integrity
Regulation - LPDT

LR (FMSA Part 6 permits LR) – notably Chs.
7, 2, 6, 9

PRR

DTR

Takeover Code

[AIM Rules]
“Guidelines’

Don’t have legal force but are commercially
compelling so normally complied with E.g. UK
Corporate Governance code, SCM, PEG
Background:
Listed companies

‘listed’ means on the Official List of the LSE MM

‘Listed companies’ = companies whose shares are listed on the Official
List, i.e. companies admitted to trading on the Main Market of the LSE,
not those on AIM
o
NB plc does NOT = listed; AIM companies are Plcs, but are not
listed

When listing, coy can choose either premium or standard listing. Upon
applying for listing, company applies for equity shares to be subject either
to:
 A premium listing: subject to EU minimum standards AND
more stringent UK requirements (the “super-equivalent”
standards)
 A standard listing: subject to minimum standards set by EU
Directives (rare)
 Can move btw tiers but to move from premium to std. must
have consent of 75% SHs
An Introduction To The Duties And Liabilities Of Directors Of A Listed Company