Listing Regime

FSA Consultation on Proposed Amendments to the Listing Regime

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On October 2, the FSA published consultation paper 12/25 ‘Enhancing the effectiveness of the Listing Regime and feedback on CP12/2’ (CP12/25).  In CP12/2 the FSA consulted on proposed amendments to the Listing Rules, Prospectus Rules and Disclosure and Transparency Rules, to maintain the operational effectiveness of the Listing Regime.  In CP12/25 the FSA has published the feedback it received to CP12/2 as well as the final rules to:

  • o    prevent ‘back-door’ listings of entities that would otherwise not be eligible for listing through the use of reverse takeovers;  
  • o    ensure the Listing Rules fully reflect the scope and nature of a sponsor’s role;
  • o    codify existing practice on financial information requirements and transactions, much of which was contained in the UKLA technical notes; and
  • o    introduce new rules to allow ‘externally managed companies’ (companies where the management of the company is deliberately outsourced to an offshore company to place it outside the controls and protections of the Listing Regime) a transitional period of 15 months to put new arrangements in place, and to remove premium listing status from such structures.  

These new rules will come into effect on October 1, except for the new rules for sponsors and the new rules relating to reverse takeovers and financial information requiring the appointment of sponsors which will take effect on December 31.

The FSA is also using CP12/26 to consult on certain new proposals to:

  • o    optimise the entry criteria to the Premium segment so as to maintain the strength of the Premium Listing brand;
  • o    ensure that the eligibility requirements continue to apply as meaningful ongoing obligations;
  • o    clarify the operation of the free-float provisions; and
  • o    ensure that shareholders are provided with better quality information. 

In addition, the FSA is consulting on a revised proposal relating to the Alternative Investment Fund Managers Directive (AIFMD) in relation to the potential conflict caused by overlapping obligations imposed by the AIFMD on fund managers and by the Listing Regime on the board of an investment trust.  The FSA invites comments by January 2, 2013.