Investbx Limited will work closely with a Company and its advisers throughout the application process. Subsequent to a Company executing a Registration of Interest, Investbx Limited will facilitate the Company and its advisers through the Admission process. Documents highlighted in bold below indicate that a template document is available on a secure area of the Investbx website for the Company to complete in conjunction with its advisers.
A Company seeking Admission must submit the following documents, in a prescribed form, to the Admissions Committee in hard copy and PDF format. These must be filed prior to formal publication of the display documents on the Investbx Promotions Limited website.
-
Marketing Notification (if applicable) setting out the minimum and maximum numbers of new Shares to be marketed, likely price range and method of marketing;
-
Responsibility Letter setting out certain procedures carried out by the Company and its Directors in connection with Admission including receipt of Confirmation letters from its Designated Professionals that certain advice referred to in the Responsibility Letter has been given;
-
Annual Form or Admission Document as appropriate;
-
Company Presentation;
-
Directors' Questionnaires, completed and signed by each director;
- Research document with a signed Independence Statement;
- Copies of the Company’s audited report and accounts for the previous 2 years together with any documents relating to admission to any other public securities market or circulars sent to shareholders and issued during that period;
- Certified copy of the Memorandum and Articles of Association of the Company;
- Signed Admission Agreement;
-
Board Minutes concerning the Application; and
- Completed Direct Debit Form for quarterly charges
At least five business days before the date upon which trading is to commence in the Company’s shares and following completion of any fundraising it must submit a Share Admission Notification, stating the number of Shares admitted to trading and the total number of Shares in issue thereafter. Whenever new Shares are issued subsequently a new Share Admission Notification must be submitted to the Admissions Committee.
The following documents must be displayed on the Investbx Promotions Limited website during the marketing period:
- Admission Document or Prospectus;
- Company Presentation;
- Research document and Independence Statement;
- Audited accounts; and
- Memorandum and Articles of Association.
The Admissions Committee reserves the right, in its absolute discretion, to refuse to approve a Company’s application for Admission, to require further information from any Company in relation to its application, to require that the Company provides further undertakings in relation to itself, its business or otherwise, or to require that further conditions be attached to any application before granting Admission. The Admissions Committee would, in such circumstances, decide whether such further information was suitable or necessary for publication on the Investbx Promotions Limited website.
The Admissions Committee will normally refuse any application if a Company cannot demonstrate compliance with the requirements set out above or elsewhere within these Admission Principles. Additionally the Admissions Committee may, in its absolute discretion and without qualifying the above, refuse a Company if it believes that:
- information provided by a Company is misleading or conflicting; or
- insufficient information has been provided by a Company for investors to make a reasonably informed judgement about the Company and its business, the value of its Shares and the risks associated with the Company; or
- the Company or the Company’s situation is such that its Admission may be detrimental to the orderly operation or reputation of Investbx; or
- the Company is in breach of any applicable statutory, legal or regulatory requirements.
The Admissions Committee may, in its absolute discretion, authorise the omission of information from the above documents (other than a Prospectus) where a Company’s Designated Professional confirms that disclosure of that information would not be seriously detrimental to the Company and its omission would not be likely to mislead investors with regard to facts and circumstances necessary to form an informed assessment of the Company and its Shares.
Following the approval of a Company’s application for Admission, Investbx Limited will confirm Admission in writing, conditional only upon minimum funds being raised. Following receipt of a duly completed Share Admission Notification, the Admissions Committee will set the date of first auction trading.
A Company must ensure that application is made to admit all Shares within the same class of Shares for which Admission is sought. Only Shares that have been unconditionally allotted as fully paid can be admitted.
Admission and Trading Fees
The Company must pay a registration fee which should be submitted with the Registration of Interest. Trading fees are payable by direct debit quarterly in advance in January, April, July and October. On Admission, the pro rata trading fee for the current quarter must be paid prior to the date of first auction trading. Trading will not commence until the fee has been paid in full. All fees are subject to VAT, where applicable. The Admissions Committee reserves the right to suspend trading in a Company’s Shares in the event of non-payment of fees.
