Corporate News – August 2017

by Hogan Lovells

Hogan Lovells

FCA proposes a new premium listing category for sovereign controlled companies

On 13 July 2017, the Financial Conduct Authority published consultation paper CP 17/21 which proposes to create a new premium listing category for sovereign controlled companies. The consultation seeks feedback on the proposals by 13 October 2017. MORE >


LSE consults on proposed changes to the AIM regime

On 11 July 2017, the London Stock Exchange published AIM Notice 46 which launched a consultation on its proposed changes to the AIM Rules for Companies and the AIM Rules for Nominated Advisers. The proposals are set out in a discussion paper 'AIM Rules Review' which invites feedback from market participants by 8 September 2017. MORE >


ESMA evaluates certain elements of the Short Selling Regulation

On 7 July 2017, ESMA published a consultation paper on the evaluation of certain elements of the Short Selling Regulation (SSR) (Regulation 236/2012) which came into force on 1 November 2012. The SSR imposes restrictions on the short selling of certain EU equity financial instruments and sovereign debt and on uncovered sovereign credit default swaps. The consultation closes on 4 September 2017. MORE>


A simplified prospectus regime? ESMA consults on its draft technical advice in respect of the new Prospectus Regulation

The new Prospectus Regulation ((EU) 2017/1129) came into force on 20 July 2017. On 6 July 2017, the European Securities and Markets Authority (ESMA) published three consultation papers which sets out its draft technical advice in relation to the (i) format and content of a prospectus; (ii) the format and content of the EU Growth prospectus; and (iii) and the scrutiny and approval of a prospectus. Each of the consultations will close on 28 September 2017 and a final version of ESMA's technical advice is expected to be published on ESMA's website in Q1 of 2018. Click here to access the three consultation papers. MORE>


Takeover Code – proposed changes for asset sales and other matters

The Takeover Panel has published a consultation proposing various changes to the Takeover Code in relation to the sale of target assets after an offer has lapsed or in competition with an offer. The consultation also proposes a number of other changes relating to no intention statements, the use of social media and dispensations from the requirement to make a mandatory offer. The consultation period ends on 22 September 2017. MORE>


Prospectus Regulation: Pre-emption Group confirms no change to its Statement of Principles

The Prospectus Regulation ((EU) 2017/1129) came into force on 20 July 2017. Amongst other things, a new provision was introduced which exempts issuers from the obligation to produce a prospectus in respect of the admission to trading of its securities to a regulated market where the securities represent less than 20% (previously 10%) of the number of securities of the same class already admitted to trading over a 12 month period.

However, issuers wishing to make use of the increased headroom are strongly encouraged to comply with the Pre-Emption Group's Statement of Principles in respect of requesting the disapplication of shareholders' pre-emption rights. This guidance provides a 'collective' 10% limit for a non-pre-emptive issue (subject to the relevant restrictions). This means that issuers wishing to pursue a non-pre-emptive issue of more than 10% will need to seek specific shareholder approval to disapply pre-emption rights at the time of the relevant capital raising.

Following much speculation, the Pre-Emption Group has confirmed that, in the light of the Prospectus Regulation, the Investment Association and the Pensions Life and Savings Association continue to support the current overall limit of 10% in the 2015 Statement of Principles. Consequently, the Pre-Emption Group confirms that there will be no change to the flexibility permitted by the guidelines.

Click here to read the Pre-Emption Group's press statement.


Takeover Code – new Practice Statement on formal sales etc

The Takeover Panel has published new Practice Statement 31 relating to strategic reviews, formal sale processes and other circumstances in which a company is seeking potential offerors. The statement sets out how the Panel normally interprets and applies aspects of Rule 2 (secrecy before announcements; the timing and contents of announcements), Rule 21.2 (inducement fees and other offer-related arrangements) and Rule 21.3 (equality of information to competing offerors) to each situation. The provisions took effect from 7 July 2017 when Practice Statements 3 (controlled auctions) and 6 (strategic review announcements) were also withdrawn. To see a copy of PS 31, click here.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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