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Financial Reporting Requirements for Investment Circulars

The Prospectus Rules and the new SIRs have changed the way financial information should be included and reported on in UK prospectuses and other investment circulars, affecting companies listed on AIM as well as the Official List.

This course describes these changes and their background. It examines the way the issuer needs to prepare the financials for a public document, taking into account the Prospectus Rules, CESR guidelines and the new Listing Rules; and it covers the audit and other procedures and reports required from the reporting accountant by the new SIRs.

As well as historical financial information, the course will cover profit forecasts, pro forma financial information, and working capital and indebtedness statements.

The course should be attended by those involved in reporting accountants’ work and those in listed companies responsible for preparing financial information for Investment Circulars.

Course Content:

 Introduction
 Why reporting requirements have changed
 Prospectus Directive
 CESR
 New listing rules for AIM and Official List
 New SIRs

 Prospectus Rules
 When a prospectus is required
 Exemptions
 Prospectus or admission document for AIM?
 Minimum information
 Incorporation by reference
 European passport
 Role of UKLA and timing issues
 Role of Sponsor and NOMAD
 Role of Reporting Accountant

 CESR guidelines
 CESR recommendations on consistent implementation of PD
 CESR advice on equivalence of US, Canadian and Japanese GAAP
 CESR consultation on “complex financial situations”

 Listing Rules – Key financial criteria for Investment Circulars
 Eligibility for new listing
 Class tests
 Reverse takeovers
 Related parties

 New Standards for Investment Reporting (SIRs)
 SIR 1000: Basic principles and essential procedures
 Assurance Review/Agreed upon Procedures assignments
 Standards
 Conduct of assignment
 SIR 2000: Historical financial information
 New “Accountants’ Report”
 Procedures
 Evidence
 SIR 3000: Profit forecasts
 Proper compilation
 SIR 4000: Pro forma financial information
 Proper compilation

 Financial Information and Accountants’ Reports required in Prospectuses ( for AIM and Official List)
 Historical financial information
 Short form report or comparative table
 Statement of adjustments
 GAAP required and impact of future changes
 Lack of consolidated historic financial record
 Age of financial information
 Pro forma financial information
 Forecasts
 Capitalisation and indebtedness statement
 Working capital statements
 Operating and financial review

 Financial information and Accountants’ Reports in AIM admission documents
 AIM PD requirements
 Carve-outs
 Comparison of AIM PD and Prospectus Rules for financial information

 Financial information and Accountants’ Reports in other Investment Circulars
 Financial information table
 Unaudited financial information
 Profit forecasts
 Non-statutory information
 Information on disposals
 Other changes

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