A new era for the UK's capital markets? FCA publishes proposals to reform the UK's capital markets and IPO process
The FCA has published a package of measures to reshape and enhance the UK's primary markets. These are set out in:
The publications form a key part of the FCA's wider work on improving the efficiency and effectiveness of the capital markets for issuers and investors. MORE>
FCA proposes changes to the Prospectus Rules to implement the new Prospectus Regulation
On 3 March 2017, the FCA published quarterly consultation paper no.16 (CP 17/6) which, amongst other things, proposes changes to the Prospectus Rules to implement certain measures set out in the new Prospectus Regulation. MORE >
Corporate governance update
This article looks at the FRC's announcement that it intends to carry out a fundamental review of the UK Corporate Governance Code later this year and two recent publications by the FRC and the IA on the audit tender process. MORE>
Court scrutinises use of "share splitting" on a takeover
The Court has recently confirmed that the Chairman of a class meeting on a scheme of arrangement to effect a takeover was right to discount the votes of a number of shareholders who had one share each gifted to them by one other shareholder shortly before the meeting. If the votes had been allowed, the scheme would have failed. MORE>
Review of stamp duty on paper transactions – progress report
The Office of Tax Simplification is undertaking a review of Stamp Duty on paper transactions in order to develop recommendations as to how it may be simplified. Following the initial phase of work, it has published a progress report together with a list of questions and a call for evidence. MORE>
DTR 2.5 amended in line with ESMA MAR Guidance
The FCA has amended DTR 2.5 in line with the proposals set out in its November 2016 consultation paper (CP16/38). Only relatively minor changes were made as a result of the limited feedback received. The changes were required to keep the FCA Handbook consistent with ESMA's official guidelines on delays in the disclosure of inside information and took effect from 24 February 2017. The changes made are set out in PS17/2.
The market soundings regime
The Market Abuse Regulation introduced a new regime for market soundings - a communication of information prior to the announcement of a transaction in order to gauge the interest of potential investors and certain communications by a bidder with target shareholders before the announcement of its bid. The regime provides a safe harbour in relation to the disclosure of inside information as part of a market sounding provided that detailed procedures are complied with. Our client note explains who can make a market sounding and the procedures and processes they will need to follow, as well as how a person may elect whether or not to receive a market sounding and what they need to do if they decide to receive one – to see a copy, click here.
