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This week’s edition of Corporate highlights includes news of NASDAQ being added as a qualifying market for the NEX Exchange’s fast track admission procedure, International Capital Markets Association’s response to the European Securities and Markets Authority (ESMA) consultation on risk factors under the Prospectus Regulation, changes to the AIM Disciplinary Procedures and Appeals Handbook coming into effect, and new ESMA MAR Q&As in relation to credit and financial institutions.
Equity capital markets
Financial services regulation for corporate lawyers
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Dates for your diary
The NEX Exchange has announced that it has revised the list of qualifying markets for issuers wishing to apply for admission to the NEX Exchange Growth Market under the fast-track procedure. The NASDAQ Capital Market, NASDAQ Global Market and NASDAQ Global Select Market segments of NASDAQ US have been added to the list. Companies admitted to these markets are now eligible to apply under the fast-track procedure.
The list of qualifying markets maintained on the NEX Exchange website can be found here.
For further information, see LNB News 01/10/2018 24.
The International Capital Markets Association (ICMA) has responded to the European Securities and Markets Authority (ESMA) consultation under the new Prospectus Regulation on proposed guidelines for national competent authorities (NCAs) to consider in their review of risk factors included in a prospectus (and whether disclosure is material and specific). ICMA says many of the draft guidelines appear to be flexible and proportionate, and the position set out in the consultation paper is a helpful starting point.
ICMA identify two key areas of concern, however:
ICMA also called for NCAs to treat the risk factors given in the proposed guidelines as examples only, and not templates against which risk factor disclosure should be matched.
The ESMA consultation closes on 5 October 2018 and ESMA will deliver technical advice to the European Commission and publish final reports by 31 March 2019.
For further information, see LNB News 03/10/2018 47.
The London Stock Exchange plc (LSE) has issued AIM Notice 54 and published feedback to its consultation on proposed changes to the AIM Disciplinary Procedures and Appeals Handbook (the Handbook). AIM Notice 54 confirms the resulting changes to the Handbook, as well as consequential amendments to the AIM Rules for Companies and AIM Rules for Nominated Advisers (together, the AIM Rules). The revised Handbook will have immediate effect.
On 24 July 2018, the LSE issued AIM Notice 53 which proposed changes to the Handbook (see further, LNB News 25/07/2018 45). The changes were not intended to represent a change to the LSE’s overall approach to investigation and enforcement. Some overriding provisions and new appendices were introduced and the LSE also reformatted the Handbook for ease of navigation. Earlier proposals for automatic fines for non-compliance were dropped following earlier consultation in December 2017 (see LNB News 11/12/2017 114).
The LSE received four responses to the consultation and, overall, respondents were supportive and welcomed the proposed changes designed to enhance the efficiency and transparency of the LSE’s disciplinary and non-disciplinary procedures.
Updated versions of the Handbook can be downloaded (in clean and marked-up versions) from the LSE’s website here.
For further information, see LNB News 01/10/2018 89.
The ESMA has updated its Regulation (EU) 596/2014, Market Abuse Regulation (MAR) Q&A document with the addition of three new Q&As (5.3–5.5) clarifying the conditions for a credit institution or financial institution to delay disclosure of inside information under Article 17(5) of Regulation (EU) 596/2014, MAR.
Article 17(1) of Regulation (EU) 596/2014, MAR sets out the general requirement for issuers to inform the public as soon as possible of inside information which directly concerns themselves.
ESMA’s three new Q&As relate to the exemption under Article 17(5) of Regulation (EU) 596/2014, MAR which provides that, in order to preserve the stability of the financial system, an issuer that is a credit institution or a financial institution, may, on its own responsibility, delay the public disclosure of inside information, including information which is related to a temporary liquidity problem and, in particular, the need to receive temporary liquidity assistance from a central bank or lender of last resort, provided that all conditions are met (as set out in Article 17(5)(a)–(d)).
The three new Q&As address:
For further information, see News Analysis: ESMA updates its Market Abuse Regulation Q&A.
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We have published the following Precedents in our Corporate joint ventures topic (standalone clauses containing provisions are otherwise covered within our joint venture shareholders’ agreement and articles of association precedents):
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