In December 2019, the Financial Conduct Authority (FCA) published its quarterly consultation paper (CP19/33) which proposed changes to the FCA Handbook, including to the Listing Rule requirements on putting documents on display and disclosure of rights attaching to shares.
Documents on display
It is proposed that the requirements in LR 13 on shareholder circulars and putting documents ‘on display’ are amended to make clear that, on a class 1 transaction, a share purchase agreement does not have to be made available online. Following the implementation of the EU Prospectus Regulation in July 2019, and because LR 13 cross-refers to the Prospectus Regulation for some of the disclosure requirements for class 1 circulars, the Listing Rules now require all display documents to be put on a website. The FCA is proposing to reverse that change and reinstate the previous practice in relation to share purchase agreements. A copy of the share purchase will therefore just have to be made available in hard copy for inspection, and the issuer will need to specify where it can be found.
The consultation on this rule change closed on 6 January 2020.
Rights attaching to shares
The FCA is proposing to introduce a new continuing obligation requiring all issuers on the Official List to keep publicly available on the National Storage Mechanism at least one of the following: the securities’ approved prospectus; a document that sets out the securities’ terms and conditions; or a description of the rights attached to the securities and how to exercise those rights.
The consultation closes on 6 February 2020.
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