Corporate weekly highlights—5 October 2017

Equity Capital Markets

Changes to the filing of regulated information by listed companies from 1 October 2017

The rules relating to the filing of information by issuers with the Financial Conduct Authority (FCA) set out in chapter 6 of the Disclosure Guidance and Transparency Rules sourcebook (DTR) have been amended. Under new DTR 6.2.2A, which came into force on 1 October 2017, an issuer is required to supply the FCA with a legal entity identifier (LEI) when it files regulated information. An LEI is a 20-character reference code that uniquely identifies a legal entity that is a party to a financial transaction.

In addition, DTR 6.2.2A requires the issuer to classify the regulated information according to one of six classes and sub-classes of information set out in DTR 6 Annex 1R (for example, whether it is a major shareholder notification, inside information, annual financial information etc). If more than one category applies, all relevant categories must be disclosed.

See news, LNB News 02/10/2017 73.

FRC’s Financial Reporting Lab finds that dividend disclosures among FTSE 350 are improving

The quality and quantity of dividend policy and practice disclosures has improved, according to the findings of a study conducted by the Financial Reporting Council’s (FRC) Financial Reporting Lab (Lab).  The Lab reviewed all FTSE 350 annual reports published in 2016 that were also FTSE 350 at the end of 2015 (313 companies in total). Among other things, the study looks at how dividend disclosure practice has improved, some examples of developing practice and opportunities to take disclosures further.

See further news, LNB News 04/10/2017 112.

Market Abuse

ESMA updates MAR Q&As

The European Securities and Markets Authority (ESMA) has updated its Q&As on the Market Abuse Regulation (MAR) to include a new Q&A 5.2 on the delayed disclosure of inside information that subsequently loses the element of price sensitivity. Under Article 17(1) of MAR, an issuer has to inform the public as soon as possible of inside information that directly concerns that issuer. However, Article 17(4) of MAR states that an issuer may, on its own responsibility, delay disclosure of inside information to the public, provided that certain conditions are met.

The new Q&A clarifies that where an issuer has delayed the disclosure of inside information in accordance with Article 17(4) and the information subsequently loses the element of price sensitivity, that information ceases to be inside information and thus is considered outside the scope of Article 17(1). Therefore, the issuer is neither obliged to publicly disclose that information nor to inform the competent authority in accordance with the last paragraph of Article 17(4) that disclosure of such information was delayed.

See further news, LNB News 29/09/2017 55.

Takeovers

Takeover Panel Executive releases new checklists

The Takeover Panel has published three new checklists, which are to be completed and submitted to the Panel Executive by the financial adviser to an offeror or an offeree company where certain announcements are made and distributed.

These checklists are: possible offer (Rule 2.4) announcement checklist, rule 2.11 (Distribution of announcements) checklist for possible offer (Rule 2.4) announcement and rule 2.11 (Distribution of announcements) checklist for firm offer (Rule 2.7) announcement.

See news, LNB News 29/09/2017 105.

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New and updated content

Updated Practice Note

We have updated the following Practice Note in our Equity Capital Markets IPO-AIM sub-topic:

  1. Continuing obligations of an AIM company

Dates for your diary

Date Subjects covered
11 October 2017 Deadline for feedback and comments on the FCA’s three new technical notes that outline its expectations of sponsors and their obligations under LR 8.3.4R, LR 8.4.2R(3) and LR 8.4.12R(2). For details see: FCA Primary Market Bulletin, FCA’s Technical Note: Sponsors’ duty regarding directors of listed companies, FCA’s Technical Note: Sponsors’ obligations on established procedures, FCA’s Technical Note: Sponsors’ obligations on no adverse impact.
13 October 2017 Deadline for responses on the FCA’s consultation and proposals to create a new category within its premium listing regime to cater for companies controlled by a shareholder that is a sovereign country.
For details see: LNB News 13/07/2017 135.
20 October 2017 Deadline for comments on the exposure draft, FRED 68. The Financial Reporting Council (FRC) is proposing amendments to FRS 102, which would allow the tax effects of gift aid payments made by subsidiaries to their charitable parents to be taken into account at the reporting date, where it is probable that the payment will be made in the nine months following the reporting date. Comments are invited on the exposure draft, FRED 68, by 20 October 2017. See further news, LNB News 22/09/2017 26.
23 October 2017 Money Laundering:  The European Parliament will consider the proposed Fifth Money Laundering Directive (MLD5).The European Parliament has provisionally scheduled its plenary session commencing on this date for consideration of the proposed MLD5. See further news, LNB News 13/06/2017 83.

 

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