Investbx makes extensive use of standard documentation templates to streamline the process of Admission. These documents are shown in bold, and are available on the extranet area of the website for the Company to complete in conjunction with its Designated Professionals.
Admission and capital raisings
Companies which are raising capital for the first time on Investbx and whose shares are not already admitted to trading on Investbx are required to file an Admission Document with the Admissions Committee unless required to produce a Prospectus (see below). The Admission Document will then be made available to the public on the Investbx Promotions Limited website.
A pro forma Admission Document will be made available on the Extranet area of the Investbx website for the Company to complete. An Admission Document must contain the information which the directors reasonably consider necessary to enable investors to form a full understanding of the assetts and liabilities, financial position, profits and losses and prospects of the Company and its shares for which admission is sought; the rights attaching to those shares and any other matters contained in the Admission Document.
If at any time after an Admission Document is submitted and before the closing date of an offer there arises any material new factor, mistake or innacuracy, relating to the information contained in the Admission Document, a supplementary Admission Document must be submitted containing the relevant details.
The Admission Document, in Summary, will contain the following information:
- A description of the issuer's business;
- Information on the issuer's board of directors, management and employees;
- The issuer's business strategy, the reasons for the offer and its prospects;
- Financial information on the issuer;
- Risk factors of the offer;
- Information on the issuer's share capital;
- Additional relevant information.
In the event that a prospectus, in compliance with the Prospectus Rules, is required, this will replace the requirement to produce an Admission Document.
Companies will need to produce and file further documentation with the Admissions Committee as set out in the Application Procedure.
Further fundraisings
Companies which are raising additional capital must notify the Admissions Committee of the proposed issue of new Shares by completing a Marketing Notification when an issue of shares is in contemplation. Following completion of the fundraising and at least 5 business days before such shares are to be admitted to trading it must submit a Share Admission Notification.
Further details on the procedures to be followed are set out in the Further fundraisings section. If a fundraising would result in a Company’s issued share capital increasing by more than 10%, a Company will also be required to update its Annual Form.
Requirement to issue a Prospectus
It is possible that fundraisings on Admission or thereafter will result in the need to issue a Prospectus in compliance with FSMA and the Prospectus Rules. Where a Prospectus is required, the Company should file the Prospectus with the Admissions Committee once approved by the UKLA. The Company should ensure that the Prospectus includes, as it is expected it would, all the information required in the updated Annual Form. Such Prospectus will then be made available to the public via the Companies raising equity section of the Investbx website, linking through to the Investbx Promotions website.
Admissions where no capital is raised
Companies which are not raising capital on Investbx but which are seeking Admission for the first time must complete and file with the Admissions Committee an Annual Form in the prescribed form and seek Admission no later than 9 months after the end of the period to which their latest audited report and accounts relates. The completed Annual Form will then be made available to the public on the Investbx Promotions Limited website.
Ongoing documentation updating requirements
All Companies following Admission are required to complete and file an Annual Form with the Admissions Committee for publication on the Investbx Promotions Limited website at least once during each calendar year and the first Annual Form should be filed no later than 12 months after Admission.
General standards for documentation
Documents should be prepared to the highest standards of accuracy and should be clear, fair and not misleading at the time they are issued. Directors of the Company will be asked where appropriate to take responsibility for documents and should be guided as to their contents by their Designated Professionals or other appropriate professional advice. Investbx Limited will evaluate the information submitted by a Company to ensure that it and its Directors at all times meet the Admission Committee’s requirements including the Statements of Principle although Admission will not represent any recommendation by Investbx Limited on the Company’s suitability as an investment. Investors in Companies admitted to Investbx should always seek their own independent financial advice on investment decisions.
Documentation requirements where Investbx is not the primary market
Companies whose shares are already admitted to a public securities market in the UK may not be required to publish additional documentation, although the Admissions Committee reserves the right to ask such companies to complete an Annual Form.
