New obligation to file details of share rights now in force

Listed companies must file a document disclosing the rights attached to their listed securities with the Financial Conduct Authority (FCA) under a new Listing Rule requirement which came into force on Monday 27 April 2020.

Under new LR 9.2.6E premium listed companies must ensure that accurate information on the rights attached to their listed shares is available on the National Storage Mechanism (NSM). Equivalent requirements elsewhere in the Listing Rules apply the obligation in relation to other securities, such as listed debt securities.

Unless an up-to-date document is already available on the NSM, a listed company must forward to the NSM:

• the prospectus for the shares;
• a document that sets out the shares’ terms and conditions; or
• a description of the rights attached to the shares and how to exercise those rights.

It should also announce that it has done so (in accordance with LR 9.6.3).

If a company has already published a prospectus containing the requisite information, and has not subsequently changed the rights attached to its listed shares, then it will already be in compliance with the new requirement and no action is required.

If it has not filed a prospectus, the company will need to file a document containing the requisite information with the NSM. Most companies are complying by forwarding a copy of their articles of association to the NSM. Others are creating a document describing the rights attached to their listed securities, the limitations on such rights and the procedure for the exercise of such rights.

Each time an issuer changes the rights attaching to the securities, it will need to file an updated document, such as its articles of association, with the NSM.