FSA proposes changes to the Listing Rules to “take account of market developments”: Free float requirement for premium listings, externally managed companies, clarifying the role of sponsors, reverse takeover exemptions
The Financial Services Authority, in its role as the UK Listing Authority, has today launched a consultation on changes to the Listing Rules. The consultation document can be read here. From the FSA press release:
“The Financial Services Authority (FSA) has today proposed a number of changes to the Listing Rules that set out t
he requirements for companies listed in the UK. The changes are updates to the rules to take account of market developments. The Listing Rules are the responsibility of the United Kingdom Listing Authority (UKLA), operating under the FSA. The Consultation Paper (CP) also sets out some wider issues in relation to the premium listing standard on which comment is sought.
The Listing Rules have been reviewed on a regular basis since their introduction in 2000. The last review in 2008-10 introduced the premium and standard segments in order to provide greater clarity for investors. Today’s proposals, the majority of which are technical in nature, fall under a number of different headings:
The proposed changes will ensure that reverse takeovers cannot be used as a ‘back-door’ route to listing for companies that would otherwise be ineligible. There are currently exemptions that remove some acquisitions from the reverse takeover requirements. These proposed changes will narrow these exemptions.
Sponsors play an important role in the regime for premium listed companies by ensuring that such companies understand the regulatory framework and by providing assurance to the UKLA that companies are meeting the requirements. Today’s proposals are intended to clarify UKLA’s expectations of sponsors – for example by adding a rule that that the FSA can require a sponsor to confirm to the FSA that its client is complying with the Listing Rules.
Externally Managed Companies
The UKLA has observed the development of a new corporate structure – which involves the outsourcing of significant management functions to an offshore advisory firm that the UKLA has termed ‘externally managed companies’. This structure places the offshore advisory company beyond many of the key controls within the listing regime and lessens the ability of shareholders to hold the real management of the company to account. The CP proposes to make the management of the advisory company responsible for any prospectus issued by the listed company and subject to existing rules about dealing in the shares of the listed company. In addition, externally managed companies would not be eligible for a premium listing, but they would still be eligible for a standard listing.
There has in recent months been debate about some of the requirements for the premium listing standard. There has also been a separate debate about the criteria used to define inclusion in the main stock market index which was recently the subject of consultation by the FTSE. On the listing rule side, some questions have been raised about the Listing Rule free float requirements, but there is also a broader discussion about whether the premium listing standard more generally needs to be enhanced. The CP invites comment on whether any changes may need to be made to the Listing Rules to provide additional protection to investors.
David Lawton, the FSA’s acting director of markets, said:
“It is important that the Listing Rules continue to keep pace with market developments and the needs of investors. We believe that this consultation, which proposes specific changes, but also invites debate about the corporate governance standards that should underpin the premium listing standard, will serve that purpose and welcome responses to help us maintain an appropriate regime for the UK.””
The consultation closes on 26 April 2012.
UPDATE 30 April 2012: The GC100 response to this consultation is here.
UPDATE 23 May 2012: The Law Society of England and Wales and City of London Law Society response is here (dated 26 April 2012).
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