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Essential Corporate News – Week ending September 7, 2018

Publication September 7, 2018


Introduction

Welcome to Essential Corporate News, our weekly news service covering the latest developments in the UK corporate world.

European Commission: Shareholder rights implementing regulation published

On September 4, 2018 the European Commission’s Implementing Regulation (EU) 2018/1212 of September 3, 2018 laying down minimum requirements as regards shareholder identification, the transmission of information and the facilitation of the exercise of shareholders’ rights under the amended Shareholder Rights Directive 2007/36/EC was published in the Official Journal.

The European Commission previously published a draft of the Implementing Regulation and invited comments by May 9, 2018.

Changes to the draft Regulation are mainly to clarify existing rules, rather than to introduce new regulations. Changes include the following:

  • Article 2(2) provides that while issuers must provide information in the language of their published financial information, the obligation also to provide it in a language customary to international finance does not apply if not justified by reference to the issuer's shareholder base.
  • Articles 9(2) and 9(3) set out the deadlines to be complied with by issuers and intermediaries in relation to corporate events. The end of the business day is 4pm, and any information received after that time must be forwarded by 10am on the following business day.
  • Under Article 9(5), a confirmation of the recording and counting of shareholder votes, as provided for in Article 7, must be sent by the issuer in a timely manner and no later than 15 days after the request or general meeting, whichever occurs later, unless the information is already available.

The Annex to the final Implementing Regulation is in largely the same form as under the draft Regulation, but a few minor changes to the requirements for the different types of requests, notices and confirmation required have been made.

The Implementing Regulation will apply from September 3, 2020.

(Commission Implementing Regulation (EU) 2018/1212 – 03.09.18)

Draft EEA Passport Rights (Amendment, etc, and Transitional Provisions) (EU Exit) Regulations 2018

On September 5, 2018 the draft EEA Passport Rights (Amendment, etc, and Transitional Provisions) (EU Exit) Regulations 2018 (Exit Regulations) were laid before Parliament. The Exit Regulations create a “temporary permissions regime” whereby EEA firms currently operating in the UK via an EEA financial services passport are guaranteed UK authorisation for a limited time after the UK exits the EU until the Prudential Regulation Authority and the Financial Conduct Authority determine their applications for UK authorisation.

The Exit Regulations make changes to the Financial Services and Markets Act 2000 (FSMA), as well as to other legislation, including to regulation 4 of each of the Companies (Authorised Minimum) Regulations 2008 and the Companies (Authorised Minimum) Regulations 2009.

The amendment to regulation 4 of the 2008 and 2009 Authorised Minimum Regulations removes the ability to obtain a certified spot rate for a currency conversion from a firm, nominated by the company, which has permission to carry on the activity of accepting deposits in the UK by virtue of Schedule 3 of FSMA (EEA passport rights).

The draft Exit Regulations are subject to affirmative resolution by each House of Parliament. If approved, the changes to the Authorised Minimum Regulations will take effect on exit day.

(Draft EEA Passport Rights (Amendment, etc, and Transitional Provisions) (EU Exit) Regulations 2018 – 05.09.18)


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