Reed Smith Client Alerts

This article contains a round-up of some recent changes to the UK Financial Conduct Authority’s capital markets rulebooks and an overview of future developments in this area.

Authors: James F. Wilkinson Ed Tyler, Knowledge Management Lawyer

Type: Client Alerts

Changes to the rules on when companies can delay announcing inside information

The FCA has introduced changes to its guidance on when quoted companies can delay announcing inside information. Companies should now refer to the ESMA guidelines, which contain a non-exhaustive list of the legitimate interests of companies which might justify a delay in announcing inside information, as well as guidance on when a delay is likely to mislead the public. However, although there are some changes in the detail, the new guidelines are unlikely to impact significantly on what companies do in practice. The FCA has also retained elements of its former guidance in DTR 2.5 on permissible delays, so these still remain relevant. In particular, a company in financial difficulties cannot delay announcing this fact on the basis that it needs to keep confidential any ongoing negotiations aimed at its rescue.

New prospectus rules

The FCA’s latest Quarterly Consultation contains a proposal to amend the Prospectus Rules in anticipation of the new EU Prospectus Regulation that will replace the Prospectus Directive. The new EU Regulation is expected to come into force before the summer this year, although there will be the usual two-year period before most of the changes take effect. However, one helpful change is expected to have immediate effect, and the FCA is proposing to update its rulebook accordingly. This will allow a listed company to issue shares via a non-public offer equivalent to up to 20% of its issued share capital on an annual basis without having to publish a prospectus – double the current limit. There is a related change to the exemption for listing shares resulting from the conversion or exchange of other securities.