This week’s edition of Corporate highlights includes the FCA’s consultation on proposals to create a new listing category for sovereign-controlled companies; the application of the Prospectus Rules (Miscellaneous Amendments) Instrument 2017 which brings into force certain provisions of the Prospectus Regulation on 20 July 2017; and analysis on the implications of the new Prospectus Regulation.
Equity Capital Markets
FCA consults on new listing category for sovereign-controlled companies
The Financial Conduct Authority (FCA) has launched a consultation on proposals to create a new category within its premium listing regime to cater for companies controlled by a shareholder that is a sovereign country.
According to the FCA, the rationale for having a distinct category for companies which have a sovereign country as a shareholder is that they will have access to the higher standard represented by the FCA’s premium listing regime, rather than its standard listing.
The consultation paper (CP17/21) follows on from discussion paper (17/2), ‘Review of the effectiveness of primary markets’, which discussed the role of listed primary markets and the structure of the UK listing regime in supporting that role. Comments are sought by 13 October 2017.
For details see news, LNB News 13/07/2017 135.
Early provisions of the Prospectus Regulation enter into force on 20 July 2017
The Prospectus Rules (Miscellaneous Amendments) Instrument 2017 (PR Instrument) was published by the Financial Conduct Authority (FCA) on 7 July 2017. From 20 July 2017 PR Instrument amends the FCA Handbook and the Prospectus Rules sourcebook to build in certain provisions of the Prospectus Regulation (EC) 2017/1129(Prospectus Regulation) that apply from that date.
Although most of the provisions of the Prospectus Regulation will apply from 21 July 2019, certain provisions (namely points (a), (b) and (c) of the first subparagraph of Article 1(5) and the second subparagraph of Article 1(5)) apply from 20 July 2017. These provisions relate to the exemptions from publishing a prospectus in relation to the admission of securities to a regulated market.
For details see news, LNB News 19/07/2017 125.
The new Prospectus Regulation and its implications
In this analysis, Matthew Tobin, head of debt capital markets, and Eric Phillips, professional support lawyer, both of Slaughter and May, say the new Prospectus Regulation may make prospectuses shorter and more focused.
For details see News Analysis: The new Prospectus Regulation and its implications.
ESMA issues sector-specific principles on relocations from the UK to the EU
The European Securities and Markets Authority (ESMA) has published three opinions setting out sector-specific principles in the areas of investment firms, investment management and secondary markets. The opinions are aimed at creating consistency of approach in authorisation, supervision and enforcement related to the relocation of entities, activities and functions from the UK.
For details see news, LNB News 13/07/2017 134.
ESMA seeks improved enforcement of Transparency Directive
ESMA has published the results of a peer review of how national competent authorities (NCAs) comply with ESMA’s guidelines on enforcement of the financial information requirements of the Transparency Directive. The report identifies areas where NCAs can improve their enforcement and makes recommendations to support these improvements.
The opinions are addressed to NCAs and are relevant for market participants considering relocating, providing guidance to NCAs to ensure a consistent interpretation of the requirements, in order to avoid the development of regulatory and supervisory arbitrage risks.
For details see news, LNB News 18/07/2017 137.
Public company takeovers
Takeover Panel publishes Annual Report for 2016/17
The Takeover Panel has published its annual reports and accounts for the year ended 31 March 2017, which summarises the Panel’s work during the year, including public consultation papers, response statements, and the six rule making instruments. The report also provides an overview of public mergers and acquisitions (M&A) activity, which it suggests saw a reduction up to March 2017.
For details see news, LNB News 19/07/2017 120.
Accounts and reports
Financial Reporting Council publishes Annual Report for 2016/17
The Financial Reporting Council (FRC) has outlined its achievements for 2016/17, including being designated the competent authority for audit in the UK, operating within its published budget and making a number of efficiency savings. The FRC annual report for 2016/17 also sets out progress made in the 2016-19 strategy and outlines plans to review both the UK corporate governance code and the UK stewardship code during 2017/18.
For details see news, LNB News 19/07/2017 62..
Companies House issues confirmation statement for a Scottish limited partnership form
Companies House has issued a new form, SLP CS01, to be used to confirm that Scottish Limited Partnership details are up to date on the public register. There is a cost of £40 to file the paper form.
For details see news, LNB News 18/07/2017 121.
Companies House adds forms to limited partnership registration page
Forms LP5(s) and LP7(s) have been added to the webpage containing forms that a limited partnership can file with Companies House.
For details see news, LNB News 13/07/2017 98.
Additional Corporate updates this week
HSE lays out annual findings on workplace fatalities
On July 5, the Health & Executive (HSE) released annual workplace fatality figures for work-related fatalities, as well as the number of people known to have died from the asbestos-related cancer, mesothelioma, in 2015. In this analysis, Hayley Saunders, partner at Shoosmiths LLP, comments on the implications of the report and says we are seeing an increase in the number of ‘risk based’ prosecutions where harm has been risked but it has not resulted in injury.
For details see News Analysis: HSE lays out annual findings on workplace fatalities.
Dates for your diary
|20 July 2017||The Prospectus Regulation enters into force. It will apply 24 months from this date. For further information see LNB News 30/06/2017 28.|
|24 July 2017||Eligible Scottish partnerships (Scottish limited partnerships and general Scottish qualifying partnerships) formed on or after this date will be required to register their people with significant control (PSC) information with Companies House on formation. Subsequent changes to PSC information will need to be filed at Companies House within 14 days beginning with the later of 24th July 2017, and the day on which all the required particulars of the registrable person are first confirmed.|
|1 August 2017||Deadline for responses to the International Auditing and Assurance Standards Board’s consultation on a proposal to revise its standard for the audit of accounting estimates and related disclosures (ED-540). For further information see LNB News 13/01/2017 145.|
|Further dates||To look further ahead, see: Corporate horizon scanning—2017 and beyond.|