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Here we set out the background to the Guralp DPA, consider the issues that arose regarding the disgorgement of profits and the DPA’s duration, and explain how the court addressed these matters... Background Guralp agreed a DPA with the SFO in October 2019, becoming the sixth company in the UK to do so. This followed an investigation into claims that the business had bribed a foreign public official to secure sales of its technology. Over a 13‑year span, three former staff members were said to have made corrupt payments to an official at the Korean Institute of Geoscience and Mineral resources to guarantee purchases of Guralp’s seismic monitoring equipment. Although the individual defendants were acquitted at trial, the company admitted conspiring to make corrupt payments and, for conduct after 2011—when the Bribery Act 2010 (BA 2010) took effect—failing to prevent bribery. The case against the company concluded through the DPA, which was publicly disclosed once the individuals’ trials had finished. Owing to Guralp’s fragile financial position, the DPA...
Mergers Commission sends SO to Kingspan for providing incorrect incomplete and misleading information regarding planned acquisition of Trimo The Commission has issued a statement of objections to Kingspan Group plc (Kingspan), alleging that the company furnished information that was incorrect, incomplete and misleading during the Commission’s 2021 assessment of its intended acquisition of Trimon, arhitekturne rešitve, d.o.o (Trimo). Kingspan ultimately chose to abandon the deal. On 3 March 2021, Kingspan informed the Commission of its plan to acquire Trimo. The two companies are active as producers and distributors of mineral fibre. On 12 April 2021, the Commission escalated the review by opening a phase II investigation into the proposed transaction...
ARCHIVED: This Practice Note has been archived and is not maintained. A major restructuring of the UK listing regime took effect on 29 July 2024, removing the premium and standard listing segments and introducing a single listing category for equity shares in commercial companies. This commercial companies category is predominantly disclosure-based and sits alongside other listing categories, including the shell companies, secondary listing and closed ended investment fund categories. To give effect to the reforms, the UK Listing Rules sourcebook came into force and the Listing Rules sourcebook was revoked. For further information, see Practice Note: Reform of the UK listing regime—fundamentals. This Resource Note reflects the regime as it stood before 29 July 2024 and has been retained for reference. It brings together relevant commentary, analysis and resources to assist with interpretation and to provide practical guidance on applying Chapter 6 of the former Listing Rules that were in force prior to 29 July 2024...
This Practice Note considers the regulatory requirements that apply to a company listed in the equity shares (commercial companies) category (also called the commercial companies category) when it is undertaking, or intends to undertake, a transaction categorised as a significant transaction under Chapter 7 of the UK Listing Rules, UKLR 7. In this Practice Note, references to a listed company mean a company listed in the commercial companies category. A significant transaction is one outside the listed company’s ordinary course of business where any class test produces a percentage ratio of 25% or more. The class tests are a suite of assessments used to gauge the scale and importance of a transaction by a listed company or any of its subsidiary undertakings, and are set out in UKLR 7 Annex 1. For full details of the class tests in the UKLR, see Practice Note: UK Listing Rules class tests—fundamentals. For UK Listing Rule requirements on other transaction types, see the following Practice Notes: Reverse takeovers—equity shares (commercial...
This Resource Note brings together commentary, analysis and tools to aid interpretation of, and deliver practical guidance on applying, UKLR 5 of the UK Listing Rules, which prescribes the requirements for admitting equity shares to listing in the equity shares (commercial companies) category (also referred to as the commercial companies category). Materials addressed in this Resource Note include, where relevant: the Financial Conduct Authority (FCA) Handbook FCA guidance in its Knowledge Base—Procedural notes and Technical notes (which constitute formal guidance and are binding on the FCA) FCA consultation papers (CP), discussion papers (DP), policy statements (PS) and feedback statements (FS) Primary Market Bulletins and other FCA publications former UKLA technical and procedural notes and the UKLA’s newsletter List!, where still relevant to the interpretation or application of a provision assimilated EU legislation EU Directives and EU Regulations, where relevant to interpretation of a provision Lexis+® UK Practical Guidance and Lexis+® UK Legal Research resources UKLR 5—Setting...