Corporate weekly highlights—2 May 2019

Corporate weekly highlights—2 May 2019

This week’s edition of Corporate highlights includes details of an FRC consultation on revisions to the Standards for Investment Reporting, which set requirements and provide guidance for reporting accountants carrying out engagements in UK investment circulars and a Companies Court case concerning applications for the sanction of two linked cross-border mergers of companies under the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974.

In this issue:

Equity capital markets

FRC consults on revising Standards for Investment Reporting

The Financial Reporting Council (FRC) has launched a consultation on revisions to the Standards for Investment Reporting (SIRs), which set requirements and provide guidance for reporting accountants carrying out engagements in UK investment circulars. Period for comment ends on 26 July 2019.

The SIRs set the requirements and provide guidance for reporting accountants for all engagements in connection with an investment circular prepared in connection with a securities transaction governed wholly or partly by the laws and regulations of the UK. The FRC is conducting a review of SIRs principally because the majority of the SIRs have not been updated since 2006–2008 and therefore amendments to the SIRs are required, both retrospectively and prospectively, to reflect changes in the UK regulatory landscape, including the establishment of the Financial Conduct Authority in place of the Financial Services Authority and changes to the Listing Rules and the City Code on Takeovers and Mergers.

For further information, see LNB News 01/05/2019 78.

Private M&A (intra-group reorganisation)

Re Interoute Networks Ltd—application to sanction two linked cross-border mergers

The proceedings concerned two applications for the sanction, under the Companies (Cross-Border Mergers) Regulations 2007, SI 2007/2974, reg 16 (Cross-Border Mergers Regulations), of two linked cross-border mergers of companies.

The mergers involved 13 companies, all within a single group, the Interoute group of companies. Each merger was a merger by absorption under Cross-Border Mergers Regulations, SI 2007/2974, reg 2(2). The first merger involved eight companies, six

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