Corporate weekly highlights—29 November 2018

Corporate weekly highlights—29 November 2018

This week’s edition of Corporate highlights includes various Brexit-related updates, including the Financial Conduct Authority’s further consultation (CP18/36) on its approach to Brexit which includes a review of the Prospectus Rules, Listing Rules and parts of the Disclosure Guidance and Transparency Rules sourcebook, while in other developments the FRC has published FAQs on the 2018 UK Corporate Governance Code.

In this issue:

Useful information

Brexit

FCA launches further consultation on approach to Brexit

The Financial Conduct Authority (FCA) has launched a further consultation on its approach to the UK's exit from the EU. The consultation paper (CP18/36) includes a review of the Prospectus Rules (PR), the Listing Rules (LR) and parts of the Disclosure Guidance and Transparency Rules (DTR) sourcebook.

The FCA notes that most of the changes it proposes to make to the LR, PR and DTR will be to ensure consistency with the Treasury's proposed approach, that in practice, this means that certain issuers will need to have a prospectus approved by the FCA where they now rely on a passported document, and that similarly, some issuers will have to make disclosures according to the FCA's rules where they now do so following the rules of their home competent authority.

Listing Rules

The FCA notes that currently under the LR, when an issuer applies for admission of shares or depositary receipts over shares to the Official List, it must demonstrate that enough securities of that class are distributed to the public in one or more EEA states, ie the 'free float'. In light of the above, the FCA is proposing to remove the reference to EEA holders in the LR, meaning that holders from any jurisdiction can be counted towards the 'free float'.

Disclosure guidance and transparency Rules—transparency requirements

The FCA is proposing the following changes to

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