Corporate weekly highlights—11 January 2018

This week’s edition of Corporate highlights includes news of the registration of AIM as an SME growth market and the Takeover Panel’s revised Takeover Code and Practice Statement 28 and its new Practice Statement 32.

Equity Capital Markets

AIM registered as SME growth market

AIM has been registered as an SME growth market with effect from 3 January 2018. The SME growth market designation was introduced by the EU Markets in Financial Instrument Directive 2014/65/EU(MiFID II). Minor amendments to the AIM rules for companies were required as a consequence of AIM becoming an SME growth market. Rule 26 (company information disclosure) has been amended to provide that certain regulatory information (a prospectus, annual financial reports, half-yearly reports and all inside information disclosed pursuant to the Market Abuse Regulation) must be available for a period of at least five years on an AIM company’s website. A revised set of AIM rules for companies is available on the London Stock Exchange’s website.

For further information, see LNB News 04/01/2018 87 and LNB News 05/12/2017 134.

Public Company Takeovers

Takeover panel publishes revised Takeover Code and Practice Statement 28 and new Practice Statement 32

The Takeover Panel (Panel) has published a new edition of the Takeover Code (Code). The changes principally reflect the amendments introduced by RS 2017/1 and RS 2017/2. The revised Code also includes minor amendments to the definitions of ‘multilateral trading facility’ and ‘regulated market’ and amend the document charges appendix to provide that if the Panel agrees to waive the requirement for a general offer under Rule 9 in accordance with Note 5(c) of the Notes on dispensations from Rule 9, a charge will be payable and will be calculated on the same basis as if a whitewash document had been published. Consequential changes have also been made to Practice Statement 28 (Rules 2.8 and 35.1—entering into talks during a restricted period), to reflect the changes made to Rule 2.8 and 35.1.

The Panel has also published a new Practice Statement 32 (Rule 21.1—application following the unequivocal rejection of an approach). Practice Statement 32 clarifies that where the offeree board has received, and subsequently unequivocally rejected, an approach and does not know whether the potential offeror continues to be interested in making an offer, the Panel will normally consider that prohibition on frustrating action under Rule 21.1(a) will continue to apply until 5pm on the second business day following the date on which the approach was unequivocally rejected unless before that time the rejected potential offeror has given the offeree board reason to believe that it continues to be interested in making an offer. The Panel should be consulted if the offeree board intends to take any action described in Rule 21.1(a) following the unequivocal rejection of an approach.

For further information, see LNB News 08/01/2018 100LNB News 11/12/2017 106 and LNB News 11/12/2017 102.

Additional news—daily and weekly news alerts

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Dates for your diary

Date Subjects covered
29 January 2018 Pursuant to AIM Notice 49, issued by the London Stock Exchange (LSE), the LSE has published a feedback statement to its discussion paper published on 11 July 2017 (AIM Notice 46) reviewing the AIM Rules, as well as a consultation on proposed changes. Comments on the proposed changes to the AIM Rules for Companies (AIM Rules) and the AIM Rules for Nominated Advisers (Nomad Rules) should be sent by 29 January 2018.
The purpose of the discussion paper was to invite feedback on various areas of the AIM Rules and the Nomad Rules. The LSE is consulting on proposals that formalise an early notification process for nominated advisors, provide guidance to nominated advisors on appropriateness considerations and require AIM companies to comply or explain against a recognised corporate governance code.
For further information, see LNB News 11/12/2017 114.
January 2018 Corporate governance: FRC will publish its annual report on developments in corporate governance and stewardship.
1 February 2018 Institutional Shareholder Services (ISS) has published its 2018 benchmark policy updates. The updated policies will generally be applied for shareholder meetings on or after 1 February 2018. The principal change is the introduction of a new policy to deal with the evolving practice of virtual shareholder meetings, but other changes include around the policies on director overboarding, audit and remuneration committee composition, threshold levels for long-term incentive plans (LTIPs) and share issuances without pre-emption rights.
For further information, see LNB News 17/11/2017 94.
1 February 2018 Responses are sought on proposed minor changes to the Listing Rules (LRs) and Disclosure Guidance and Transparency Rules (DTRs) as set out in FCA CP17/39 Quarterly Consultation Paper.
The changes in the LRs clarify the meaning of Premium Listing Principle 6 in the LRs. The changes in the DTRs clarify where the diversity report may be located under corporate governance reporting requirements.
For further information, see LNB News 01/12/2017 129.

Latest Q&As

New Q&As added this week:

Useful information

Our Market Tracker deal analysis tool is available here.

To read about the latest corporate announcements, see our Market Tracker weekly round-up: Market Tracker weekly round-up—5 January 2018.

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