aim-timetable-public offer with placing

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NOTE: This document does not provide legal advice – it is only intended as a discussion
draft to be updated and modified to fit the circumstances. The publishers and authors shall
not be liable to any person with respect to any loss or damages caused or alleged to be
caused directly or indirectly by the information or any mistake in this document. In
particular, all statutory references should be checked and users are reminded that changes
are continually being made to the law and the document will not be up to date. [24 August
2011]
TARGET PLC
AIM ADMISSION TIMETABLE PUBLIC OFFER WITH PLACING
KEY DATES
Date
Priority
[Week 1]
Front end and response to legal due diligence memorandum
[Week 2]
Initial drafts of all documentation
[Week 3]
Completion of accountants' report and legal due diligence memorandum
[Week 4]
General progress
[Week 5]
Start of verification
[Week 6]
Verification
[Week 7]
Placing proof
[Week 8]
Marketing and impact day
[Week 9]
Payment of subscription moneys
[Week 10]
Admission to AIM and commencement of dealings
AIM – TIMETABLE – PUBLIC OFFER WITH PLACING
TARGET PLC
AIM ADMISSION TIMETABLE PUBLIC OFFER WITH PLACING
ACC
BRO
COM
Reporting accountants of Target PLC
Broker and nominated adviser
Target PLC
PR
SOL
Public relations advisers
Solicitors of Target PLC
Date
Event
Responsibility
ASAP
Set provisional timetable
BRO/COM
ASAP
Directors cards questionnaires
BRO/COM
Finalise instruction letters (consider reporting accountants,
solicitors to the company, nominated brokers, nominated advisers,
PR advisers, receiving bank, registrars, surveyors and printers)
Decide on dates for organising any necessary EGM to deal with
(if required):
 group reorganisation
 authority to allot shares and disapply pre-emption rights
 share option requirements
 adopt new articles
BRO/COM
Consult PR advisers on proposed programme of presentations and
announcements.
COM/BRO
Sort out any property (including intellectual property) problems
SOL
Review what tax clearances required
SOL/ACC
Decide on indebtedness date
ACC
Decide on dates for drafts of working capital memorandum, report
on profit forecast, memorandum on indebtedness, memorandum
on financial reporting procedures
ACC
Finalise directors’/key employee service contracts
COM/SOL
Sort out share options (if any)
SOL
SOL
Week 1
Priority: Front end Admission Document and response to legal
due diligence memorandum
Monday
Fresh timetable and list of documents
BRO/SOL
EIS/VCT clearance sought
ACC
Drafting meeting (front end Admission Document)
BRO
Draft response on legal due diligence memorandum produced
COM/SOL
Tuesday
Week 2
Priority: Initial drafts of all documentation
TuesdayMon
day
Drafting meeting (back end Admission Document)
AIM – TIMETABLE – PUBLIC OFFER WITH PLACING
SOL/COM
Date
Event
Responsibility
Tuesday
Drafting meeting (presentation)
COM/PR
Week 3
Priority: Completion of accountants’ report and legal due
diligence memorandum
Monday
Comments on presentation
All
Week 4
Priority: General progress
All parties to have submitted expense estimates
All
Colour and design of documents (including cover) finalised
COM/BRO
First rehearsal of management presentation to institutions and
press
PR
Week 5
Priority: Start of verification
Monday
Circulate directors’ pack:

draft pathfinder board minutes

final responsibility letters

final powers of attorney

memorandum on responsibilities

near final placing proof
SOL
Tuesday
Wednesday
Verification notes/questions to be available and distributed
SOL
Friday
Progress/drafting meeting
SOL
Week 6
Priority: Verification
Wednesday
Verification meeting to focus on issues raised from initial
verification process
All
Estimate of expenses finalised
COM
Draft pathfinder press release available
PR
Final comments on documents to be given including:

Admission Document
All
Friday

Verification notes

Press releases
Placing agreement placing letter, service agreements, restricted
persons agreement finalised
SOL/BRO
All work to have been completed by this day including:
All

long and short form reports,
ACC

working capital reports,
ACC

indebtedness statement,
ACC

pro forma statements,
ACC
AIM – TIMETABLE – PUBLIC OFFER WITH PLACING
Date
Week 7
Tuesday
Wednesday
Week 8
Event
Responsibility

profit forecast,

consent letters, comfort letters
ACC
ACC/BRO/PR/
SOL
Priority: Placing proof
Ten-day information notified to Exchange
BRO
Informal pricing meeting to determine price range for discussion
with institutions
COM/BRO
Board meeting to:
COM/SOL
-
approve service contracts
-
approve placing proof
-
approve verification notes
-
adopt working capital statement and profit forecast (if any)
-
approve indebtedness
-
approve placing agreement (and ancillary documents)
-
approve estimate of expenses
-
approve press announcement
-
approve number of shares subject to placing
-
approve new articles
-
approve share incentive schemes
-
adopt the Model dealing cCode
Placing proof available and sent out to institutions
BRO
Meetings with press
COM/BRO
Presentations to institutions
COM/BRO
Priority: Marketing and impact day
Feedback from institutions
Tuesday
Finalisation of price
COM/BRO
Final proofs of Prospectus Admission Document and other
documents to be available
Accountants' report signed
ACC
Board meeting to:
COM/SOL
-
confirm issue price
-
approve all documents, including Prospectus Admission
Document, placing agreement, estimate of expenses, working
capital statement, profit forecast, press announcements, new
share certificates
AIM – TIMETABLE – PUBLIC OFFER WITH PLACING
Date
[2 pm?]
Wednesday
Event
Responsibility
-
sign the placing agreement (to be held in escrow)
-
provisionally and conditionally allot new shares
-
appoint a board committee to deal with all matters connected
with the offer, including the allotment of new ordinary shares
Directors' responsibility statements and powers of attorney signed
COM/SOL
Latest time for final price and other adjustments to the
ProspectusAdmission Document to be submitted to printers
All
Bulk print Prospectus Admission Document
BRO
IMPACT DAY - APPLICATION TO AIM
Placing agreement (and other documents) released from escrow
Final Prospectus Admission Document [and placing letters sent to
placees]
BRO
Prospectus Admission Document lodged with Registrar of
Companies
SOL
Three day information submitted to Exchange:

Application form
BRO

Nominated advisers’ declaration

cheque for Exchange fee

six copies of Admission Document
[Placing completed]
[BRO]
Press release
PR
Thursday
Documents to be available for inspection for one month
SOL
Week 9
Priority: Payment
Wednesday
All funds to have been received and cleared
SOL
Board meeting to approve basis of allocation / allot shares,
approve press releases and authorise despatch of documents of
title
SOL/COM
Week 10
Priority: Admission to AIM effective and commencement of
dealings
Announcement from Stock Exchange
BRO
Dealings commence in London
BRO
Cash payable to vendor shareholders and company
SOL
Definitive share certificates despatched to existing and new
shareholders
AIM – TIMETABLE – PUBLIC OFFER WITH PLACING
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