Public Offers of Securities, Financial Reporting by Traded Companies, Prevention of Market Abuse, etc: Part 23 of the Companies Bill

Public Offers of Securities, Financial Reporting by Traded Companies, Prevention of Market Abuse, etc: Part 23 of the Companies Bill

Contents of Presentation 1. Part 23 Public Offers of Securities, Financial Reporting by Traded Companies, Prevention of Market Abuse, etc 2. Chapter 1 public offers of securities 3. Chapter 2 market abuse 4. Chapter 3 requirement for corporate governance statement and application of certain provisions of Parts 5 and 6 where company is a traded company 5. Chapter 4 transparency requirements regarding issuers of securities admitted to trading on certain markets 1

Part 23 Public Offers of Securities, Financial Reporting by Traded Companies, Prevention of Market Abuse, etc 37 sections of law in 4 chapters Provisions are set out in this Part in relation to prospectus law, market abuse law, and transparency law, in particular regarding the consequences of a breach of a measure forming part of any of these, and requiring a company with traded securities to prepare a corporate governance statement. 2

Chapter 1 public offers of securities S 1338 is a definitions section. Civil liability is imposed for misstatements in a prospectus, whereby certain persons will be liable to pay compensation to persons who acquired securities on faith of the prospectus for any loss or damage sustained because of untrue statements or omissions therein, subject to specified exceptions (e.g. where a director has not consented to the issue of the prospectus) and restrictions (s 1339-1342) An expert must give his or her consent to the inclusion of statements made by him or her in a prospectus (s 1343) 3

Chapter 1 public offers of securities The Minister may make regulations for the purpose of implementing the Prospectus Directive or Prospectus Regulation (s 1344) but any existing regulations shall remain in force (s 1345) A person found guilty of an offence under Irish prospectus law can be liable, for conviction on indictment, to a fine of up to 1,000,000 and/or up to 5 years imprisonment (note that this does not fall within the 4-fold categorisation of offences generally adopted in the Bill (s 1346) Criminal liability is also imposed in respect of untrue statements and material omissions whereby the person who authorised the issue of the prospectus will be guilty of an offence, save in specified circumstances (s 1347) 4

Chapter 1 public offers of securities Ss1348-1350 provide for minimum subscriptions and related matters. Where a prospectus states that permission is being sought from a stock exchange or regulated market to have the shares quoted thereon, any allotment is void if the necessary application to the exchange or market is not made before the third day after the issue of the prospectus, or if permission is not granted within 6 weeks of the closing of the subscription (s 1351) Obligations are also set out in respect of local offers (as defined in s 1337) (s 1352) 5

Chapter 1 public offers of securities A document prepared in accordance with EU prospectus law or in relation to a local offer does not constitute an investment advertisement within the meaning of the Investment Intermediaries Act 1995 (s 1353) The Central Bank may make supplementary rules and issue guidelines consistent with Irish prospectus law (s 1354) Any condition in an agreement which requires an applicant to waive compliance with this Chapter or EU prospectus law is void (s 1355). 6

Chapter 2 market abuse Section 1356 is a definitions section The Minister may make regulations for the purpose of implementing the Market Abuse Directive, Market Abuse Regulation and supplemental Directives (s 1357) but existing regulations will remain in force (s 1358) A person found guilty of an offence under Irish market abuse law can be liable, for conviction on indictment, to a fine of up to 1,000,000 and/or up to 10 years imprisonment (note that this does not fall within the 4-fold categorisation of offences generally adopted in the Bill (s 1359). 7

Chapter 2 market abuse S 1360 provides for civil liability for breaches of Irish market abuse law The Central Bank may make supplementary rules and issue guidelines consistent with Irish market abuse law (s 1361) The Minister may prescribe by order that market abuse law shall apply to any market (s 1362). 8

Chapter 3 requirement for corporate governance statement Section 1363 defines the term traded company for the purposes of this Chapter as meaning a PLC, DAC, CLG, PUC or PULC that has securities traded or listed on a regulated market. A traded company must include with its directors report a corporate governance statement setting out specified information concerning corporate governance, and the auditors must give an opinion as to the consistency of this information with their own findings (s 1364) The directors compliance statement of a traded company must also address serious market abuse, prospectus or transparency offences (s 1365). 9

Chapter 3 application of certain provisions of Parts 5 and 6 where company is a traded company A traded company must prepare its financial statements in accordance with IFRS and ss293/296 (s 1367) and, if it is a holding company, may not avail of the transitional provisions allowing the use of US or other international accounting standards (s 1366) The exemptions from consolidation of financial statements for a holding company which is itself a subsidiary company will not be available to traded companies (s 1368). 10

Chapter 4 transparency requirements regarding issuers of securities admitted to trading on certain markets Section 1369 is a definitions section. The Minister may make regulations for the purposes of giving effect to the Transparency (Regulated Markets) Directive or related EU Directives, Regulations or Decisions (s 1370), but existing regulations will remain in force (s 1371). 11

Chapter 4 transparency requirements regarding issuers of securities admitted to trading on certain markets A person found guilty of an offence under transparency law can be liable, for conviction on indictment, to a fine of up to 1,000,000 and/or up to 5 years imprisonment (note that this does not fall within the 4-fold categorisation of offences generally adopted in the Bill (s 1372) The Central Bank may make supplementary rules and issue guidelines consistent with Irish transparency law (s 1373) The Minister may prescribe by order that transparency law shall apply to any market (s 1374). 12

For Further Information Contact Dr Tom Courtney, Partner tom.courtney@arthurcox.com Direct line 01 618 0584 Dáibhí O Leary, Associate daibhi.oleary@arthurcox.com Direct line 01 618 1120 or your usual Arthur Cox contact This document contains a general summary of developments and is neither a complete nor definitive statement of the law. Specific legal advice should be obtained before taking action. 13

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