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本帖最后由 Longines 于 2011-3-16 18:06 编辑
FSA:As the financial regulator for the UK, we use a wide range of rule-making, investigatory and enforcement powers to fulfill our statutory objectives.
What are sponsors?
FSMA empowers the UKLA to require an issuer to appoint a sponsor in certain circumstances. While issuers are responsible for their compliance with the Part 6 Rules, sponsors assist by advising them on their obligations. They also help UKLA meet its regulatory obligations by providing assurances that issuers have complied with the Listing Rules.
Sponsors provide issuers with specific expertise, drawn from sponsors' involvement in previous issues helping to streamline and standardise practices. Often the sponsor will already be involved in a transaction as financial adviser. Sponsors will also oversee the due diligence process and they provide an effective challenge to forecasts and statements made by the issuer.
An ongoing relationship between a Sponsor and issuer places the Sponsor in a good position to ensure the issuer’s compliance with the Listing Rules.
Types of sponsor firm
To act as a sponsor, a firm must demonstrate to the satisfaction of the UKLA that it has sufficient expertise to advise on the Listing Rules and appropriate systems and controls to enable it to provide the services required of a sponsor. This helps to ensure high standards are maintained. In addition, the firm must also be either authorised by the FSA or be a member of a designated professional body. On approval as a sponsor the firm will be included on the List of sponsors which is published on the FSA website.
The majority of sponsors are FSMA authorised firms, varying from the large investment banks to smaller corporate finance houses, as well as a small number of accounting and legal firms.
When is an issuer required to appoint a sponsor?
While an issuer is not required to use a sponsor on all transactions, it is required to use one on major transactions such as an Initial Public Offer or a Class 1 transaction where an issuer acquires or disposes of significant assets outside the ordinary course of business. Where there is or may be a breach of the listing rules or disclosure rules by an issuer, the UKLA may also require the appointment of a sponsor.
Issuers are also required to seek the assistance of (but not appoint) a sponsor where they are proposing to enter into a transaction which could, due to its size or nature amount to a class 1 transaction or a reverse takeover. Similarly where an issuer is proposing to enter into a transaction which is or may be with a related party assistance from a sponsor must be obtained.
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发表于 2011-3-16 18:04:40
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