Expert Insights

Expert Insights

Public Company Update: May 2019

Welcome to the May 2019 edition of our biannual Public Company Update, for directors and in-house counsel of quoted companies, nomads/brokers and sponsors, and other corporate finance professionals and intermediaries.

We have had a busy start to the year, supporting a range of transactions for companies across AIM and the Main Market. A particular highlight for the team was acting for advertising technologies platform provider Taptica International Ltd on its £136 million recommended all share offer for AIM listed RhythmOne plc. We were delighted to advise on this strategic takeover, having acted for Taptica (then named Marimedia) on its IPO on AIM in May 2014, and look forward to seeing the company continue to build on its success.

The team as a whole continues to see strong deal flow in M&A activity as well as primary and secondary fundraisings. We include four articles in this edition of our Public Comnpany update, which I hope you find both insightful and informative.

Mark Howard, Partner

Shareholder Rights Directive II: effective from 10 June 

Unless a “no-deal” Brexit occurs before that date, the Government is set to transpose SRD II into UK legislation. Victoria Younghusband highlights two areas which affect companies admitted to listing on the Official List, the Specialist Fund Segment or High Growth Segment of the London Stock Exchange. 

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Points of practice: accelerated whitewashes

In this article, Mark Howard outlines some points of practice in relation to the accelerated procedure which is relevant to situations where a waiver is needed from an obligation to make a mandatory offer under Rule 9 as a result of the issue of new securities as consideration for an acquisition or a cash subscription.

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An update on periodic financial information and inside information

Victoria Younghusband provides an update on the FCA's draft technical note and PMB no.23 feedback. In April 2019, the FCA published the final version and gave feedback on the consultation in the accompanying PMB 23. 

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Status update: The Prospectus Regulation 2017

Notwithstanding the uncertainty surrounding the timing and ultimate destination of Brexit, European legislation continues to apply to capital markets in the UK. The Prospectus Regulation 2017 is due to come fully into force from 21 July 2019 and will therefore apply to prospectuses vetted by the FCA. Paul Arathoon highlights four key further provisions.

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