Special edition of the Primary Market Bulletin on Brexit

The post below was first published on our Corporate blog.

The Financial Conduct Authority (FCA) has published a special Primary Market Bulletin No.32 on Brexit to remind issuers and investors of the changes to the listing regime that will take effect at the end of the transition period on 31 December 2020. Issuers will need to ensure that their internal policies and procedures are updated to reflect these.

Areas covered include:

• Inside information – Issuers will have to send a notification of any delayed disclosure of inside information to the FCA under Article 17(4) of the UK version of the Market Abuse Regulation (UK MAR). Issuers may also need to notify an EU competent authority if, for example, they have securities admitted to trading on an EU market. The content and format of the notifications remain the same.
• PDMR transactions – UK MAR contains broadly the same requirements for transactions by persons discharging managerial responsibilities (PDMRs) and persons closely associated with them (PCAs), but again they will have to send their notifications to the FCA under Article 19 of UK MAR. This may be in addition to any notification to an EU competent authority. Under changes being introduced by the Financial Services Bill, to reflect changes to EU MAR, from 1 January 2021 issuers will have two working days to disclose a PDMR or PCA dealing from the date on which they are notified of it, rather than being required to make the disclosure within three working days of the dealing (see our earlier blog post).
• Share buy-backs – UK MAR will retain the same exemptions for buy-back programmes and the FCA confirms that where the shares are traded on a UK trading venue, issuers should continue to report to the FCA each transaction relating to the buy-back programme (including those transactions which do not take place on a UK trading venue). Where the shares are also traded on an EU trading venue, issuers should continue to report to the EU competent authority.
• Passporting prospectuses – It will not be possible to passport a prospectus into an EEA country after the end of the transition period. Issuers wishing to passport a prospectus before 31 December 2020 are advised to arrange their passporting request well in advance. Prospectuses passported into the UK before the end of the transition period will remain valid in the UK for 1 year from the date of the approval of the prospectus.
• ESMA Guidelines and Q&A on Prospectus Regulation – The FCA confirms that the new Guidelines on disclosure requirements under the Prospectus Regulation published by the European Securities and Markets Authority (ESMA) will not have become effective before the end of the transition period, so issuers should have regard to the ESMA update of the CESR recommendations once the transition period ends. The FCA says that it will continue to have regard to the ESMA Q&A on the Prospectus Regulation where relevant.

Issuers can look at the version of the FCA Handbook that will apply from 1 January 2021 by using the “timeline” function on the FCA Handbook website.