This proposed guidance relates to the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules (LR, PR and DTR).
This guidance is likely to be of most relevance to issuers of transferable securities (companies/entities) and their advisers (sponsor firms, advisory firms and law firms), investors and other persons who interact with the UK Listing Authority (UKLA).
Background to this consultation
The Knowledge Base is the UKLA’s repository of non-handbook technical commentary that has the status of formal FCA guidance. It consists of a series of short technical and procedural notes (Notes) published in PDF form and arranged by topic.
We published Primary Market Bulletin (PMB) No. 8[1] to provide background to the proposed amendments to the Knowledge Base.
Summary of the key issues
We are proposing to amend the Knowledge Base as follows:
1. Add six new Notes
- Cancellation of listing or transfer between listing categories – requests to waive the 20 business day notice period[2] (UKLA/TN/210.1)
- Share buybacks- novel/complex approaches and Premium Listing Principle 5[3] (UKLA/TN/310.1)
- Discounted share issues and standard of disclosures in circulars[4] (UKLA/TN/311.1)
- Related party transactions by closed-ended investment funds – amendment of an existing investment management agreement to cover new money[5] (UKLA/TN/404.1)
- Disclosure of ‘lock-up’ agreements[6] (UKLA/TN/522.1)
- Pro-forma financial information[7] (UKLA/TN/633.1)
2. Amend nine existing Notes
- Scientific research based companies[8] (UKLA/TN/422.2)
- The Sponsor’s role on working capital confirmations[9] (UKLA/TN/704.2)
- Sponsor’s obligations on financial position and prospects procedures[10] (UKLA/TN/708.2)
- UKLA decision making and individual guidance processes[11] (UKLA/PN/908.2)
- Restrictions on Transferability[12] (UKLA/TN/101.2)
- Compliance with the Listing and Premium Listing Principles[13] (UKLA/TN/203.2)
- Equality of treatment- Premium Listing Principle 5[14] (UKLA/TN/207.2)
- Assessing and handling inside information[15] (UKLA/TN/521.2)
- Risk factors[16] (UKLA/TN/621.3)
3. Delete one existing Note:
- Sponsors: Creation and maintenance of records (UKLA/TN/703.1)
Subject to the outcome of the consultation, we intend to publish the new and amended Notes on the Knowledge Base.
Cost benefit analysis
CBA is not included in this consultation.
We invite your views on
Do you have any comments on the Notes we wish to add to the Knowledge Base?
Please respond by 1 October 2014.
Please email your responses to:
Alternatively, please send your responses by post or telephone us:
Victoria Spencer
UKLA Department
Financial Conduct Authority
25 The North Colonnade
London E14 5HS
Telephone: 020 7066 8268