The Financial Conduct Authority (FCA) is making minor changes to the Listing Rules to amend the requirements for putting documents on display in connection with a class 1 circular and to introduce an obligation to disclose the rights attaching to shares.
The rule changes, which were consulted on in December 2019, take effect on 27 April 2020.
Class 1 circulars and share purchase agreements on display
The requirements in Listing Rule 13 on shareholder circulars and putting documents ‘on display’ will be amended to make clear that, on a class 1 transaction, a share purchase agreement does not have to be made available online. A copy of the share purchase agreement will have to be made available in hard copy for inspection, and the issuer will need to specify where it can be found.
Rights attaching to shares
The FCA is introducing a new continuing obligation requiring all issuers on the Official List to keep publicly available on the NSM (the FCA’s portal for storage of regulated information) 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.
Where such a document is already available on the NSM, and up-to-date, the issuer is exempt from filing anything else at present but the information will have to be kept up to date.
If an issuer has not filed such a document on the NSM, or has filed one which is no longer up-to-date, it will need to file an up-to-date one, for example by filing its articles of association in full text (a link is not sufficient).
Key contacts
Disclaimer
The articles published on this website, current at the dates of publication set out above, are for reference purposes only. They do not constitute legal advice and should not be relied upon as such. Specific legal advice about your specific circumstances should always be sought separately before taking any action.