Advanced FCA Listing Rules: Latest Update with DTRs

Course Overview:

In May 2014, following a long consultation period, the FCA introduced the new rules to enhance shareholder protection in controlled companies. These rules bring back a mandatory and enhanced shareholder agreement and introduce other protections for minority shareholders.

They have been designed to strengthen the Premium Listing rules in order to stop widely perceived abuse by certain dominant shareholders. However, they affect any company where there is a 30% plus shareholder or group of shareholders and a number of provisions apply to all Premium Listed companies.

This course also covers the other wide ranging updates to the Listing Rules for Official List companies which have been made by the FCA following its review in the last couple of years. The updates clarify the rules in order to reflect issues which have arisen due to changes in existing market practices and the emergence of new ones.

In addition, the course looks at important Technical Notes on the Listing Rules and the Disclosure and Transparency Rules in the UKLA Knowledge Base. These have also been updated and consolidated and now count as formal FCA guidance. The course includes exercises illustrating the points in the Technical Notes.

Course Content:

FCA’s progress on proposals to strengthen rules for shareholder protection

• Background to proposed rule changes
  • Proposals rejected
• Mandatory shareholder agreements
  • What companies does this affect?
  • The mandatory independence provisions
• Enhanced voting rights of minority shareholders
  • Non-compliance with independence provisions
  • Election of directors
  • Delisting
• Anti avoidance measures
  • Changes to Listing Principles
• Provisions affecting all companies
  • Greater transparency for related party transactions
  • Annual report disclosures
  • Notifications for breach of eligibility criteria
  • Guidance on independent business
  • Mineral and scientific research based companies
  • Free float

Other updates to the FCA Listing Rules

• Objective of changes
  • New structure of the Technical Notes
• Reverse takeovers
  • Extension of scope
  • When to seek suspension and how to avoid it
  • Reduction of information requirements
  • When cancellation of listing is necessary
• Sponsors
  • Broadening of “sponsor services”
  • Smaller related party guidance
  • Greater responsibility to provide information to FCA
  • Greater emphasis on on-going identification of conflicts
  • Guidance on procedures and resourcing
• Financial information requirements
  • Clarification of track record requirements
  • Mineral/scientific researched based companies guidance
  • Class 1 circulars
    • Information for unconsolidated acquisitions/disposals
    • Synergy benefit disclosure
    • Reduced financial information for quoted companies
    • Profit forecasts
• Transactions
  • Class tests changes and guidance
  • When supplementary circulars are required
  • Updates to circular rules and guidance
  • Relaxation of share buy-back rules and guidance
  • Guidance on refinancings and reconstructions and hostile takeovers
• Externally managed companies
  • New requirements to be premium listed
  • Accountability of management
  • Guidance on SPACs

FCA Technical Note guidance on Listing Rules

• Governance and conduct
• Working capital statements
• Profit forecasts and estimates
• Specialist companies

FCA Technical Note guidance on Disclosure and Transparency Rules

• Periodic financial information
• Regulatory announcements including Inside Information
• Shareholder disclosure of positions

Points from FCA enforcement action in respect of the DTRs and LRs

What Redcliffe’s clients are saying about the course

“The trainer has good practical experience & appreciation of the issues encountered by practitioners”

“Good interactivity, real life examples & comprehensive content”

“A good combination of update on new rules and refresher of the existing rules”