On 16 July 2012, the Financial Services Authority (FSA) published the second edition of its Primary Market Bulletin (Bulletin). The main purpose of the Bulletin is to provide information about the UKLA Knowledge Base which the FSA intends to launch shortly and which will be a single repository of the technical guidance available from the UK Listing Authority (UKLA) on the Listing Rules, the Disclosure and Transparency Rules and the Prospectus Rules. The UKLA Technical and Procedural Notes (Notes) will form a key element of the UKLA Knowledge Base and so the FSA has undertaken a comprehensive review of all the existing Notes which were introduced in 2010 in place of the FSA’s List! publication. Previously published information in the Notes that continues to be valid, current and relevant has been reproduced in a new format and information that is outdated or superseded has been updated or withdrawn.
The Notes are now being arranged on a topical basis, with each Note being assigned a unique reference number. The total number of Notes (taking account of the new Notes that the FSA is now proposing to introduce) will be 82.
So far as the new Notes are concerned, the FSA proposes issuing three new Procedural Notes as follows:
- Block listings: this is to provide issuers and advisers with a greater understanding of the appropriate use of block listing facilities.
- The UKLA decision making review process: this is to provide market participants with a greater understanding of how the UKLA makes and escalates decisions internally, as well as details on how to request a review of UKLA decisions.
- Sponsor firms - ongoing requirements during re-organisations: this is to clarify the UKLA’s expectations when sponsor firms are the subject of corporate re-organisations.
The FSA also proposes introducing eight new Technical Notes as follows:
- Approval of circulars: this is to clarify what constitutes "unusual features" in a circular which will then require UKLA approval under LR 13.2.2R(3).
- Equality of treatment - Listing Principle 5: the UKLA is concerned that the application of Listing Principle 5 to the treatment of small shareholders in certain share capital reorganisations is poorly understood so it is adding a Technical Note on this topic.
- Long-term incentive schemes: a Technical Note on LR 9.4.2(2) is proposed to explain the application of this rule.
- Related party transactions - modified requirements for smaller related party transactions: this Technical Note will clarify how the UKLA would expect LR 11.1.10R to be addressed.
- Related party transactions - Issuer’s undertaking: a new Technical Note will set out some basic guidelines to ensure that disclosure standards in annual accounts in light of LR 11.1.10R(2)(c) improve.
- Prospectus disclosures on credit rating agencies: this Technical Note will provide specific details on the disclosures required within a prospectus depending on whether the credit rating agency is established in the EU or elsewhere.
- Sponsor’s obligations on financial position and prospects procedures: this new Technical Note will outline the UKLA’s expectations of sponsors for a key aspect of the sponsor declaration required by LR 8.4R, namely the assurance given regarding the financial position and prospects procedures established by the directors of the relevant issuer.
- Sponsor transactions - Adequacy of resourcing: this Technical Note will clarify the UKLA’s expectations in relation to staffing arrangements so that sponsors can perform sponsor services with due care and skill.
Comments on the Bulletin and on the Notes to be published in the UKLA Knowledge Base are requested by 14 August 2012. Once comments have been considered, the Notes will be published on the UKLA Knowledge Base.
(FSA, Primary Market Bulletin - Issue No.2, 16.07.12)
(UKLA Technical and Procedural Notes, 16.07.12)