12 May 2013
The Quoted Companies Alliance published on 1 May 2013 a revised edition of its Corporate Governance Code for Small and Mid-Size Quoted Companies. The revised Code can be obtained from the QCA for a fee.
The covering QCA press release summarised the changes to the Code:
“Last published in 2010, the QCA Code has been revised and updated to take into account a number of corporate governance developments. Some key changes include:
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Emphasising the benefits of good governance to a public company, including how it can build trust between the company, its shareholders and potential shareholders;
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Focusing on the prime importance of companies delivering good quality explanations of its approach, actions and behaviour;
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Emphasising the central role of the chairman in delivering good governance;
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Further embedding the principle of constructive engagement between companies and shareholders in light of the UK Stewardship Code;
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Including greater detail on the characteristics of an effective board; and
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Reordering the Quoted Companies Alliance’s 12 principles of corporate governance to place greater emphasis on the delivery of growth in long term shareholder value.”
Posted in Corporate governance, Equity capital markets, Lobby groups |
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12 May 2013
The Institute of Chartered Accountants in England and Wales published a new technical guidance note (Tech 01/13CFF) in March 2013 (with an effective implementation date of 1 September 2013) giving “Guidance on financial position and prospects procedures” on London IPOs.
The note is here. From the ICAEW’s covering note on its website:
“ICAEW has published guidance that addresses a regulatory requirement of companies seeking a listing (or admission to trading) on a UK market.
Directors of a company that is seeking a Premium Listing of its shares on the Main Market of the London Stock Exchange have a regulatory obligation to have established procedures that provide a reasonable basis for them to make proper judgements on an ongoing basis about the company’s financial position and prospects. There are also regulatory requirements regarding financial position and prospects (FPP) procedures for companies seeking an admission to trading on AIM or the ISDX Growth Market. A reporting accountant will usually be requested to perform services in this regard.
Technical Release TECH 01/13CFF was published following a consultation launched in June 2010 and an exposure draft published in March 2012. TECH 01/13CFF is aimed at:
- directors of companies preparing for an IPO, explaining how they can demonstrate that they have established FPP procedures to address relevant objectives and;
- reporting accountants undertaking an assurance engagement to address relevant objectives and providing an assurance report in relation to FPP procedures established by directors.
TECH 01/13CFF replaces the guidance in FRAG 10/95 The London Stock Exchange Listing Rules paragraphs 2.11 and 2.8. It should be implemented by 1 September 2013.”
Posted in Equity capital markets, Lobby groups |
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12 May 2013
The TUC’s “Trade Union and Engagement Guidelines” of March 2013 are here.
Posted in Corporate governance, Directors, Equity capital markets, Lobby groups |
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12 May 2013
Here is the LSE’s webpage on the new High Growth Segment, the “new segment of the Main Market, designed to assist mid-sized European and UK companies that require access to capital and a public platform to continue their growth”, which launched in March 2013.
The page includes the HGS Rulebook and an FAQs section.
Here is a useful note by Osborne Clarke on the HGS.
Posted in Equity capital markets |
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18 March 2013
The Financial Services Authority has announced that it is fining Lamprell plc 2,428,300 for systems and controls failings. The press release is here and the Final Notice is here.
From the press release:
“The Financial Services Authority (FSA) has fined Lamprell plc (Lamprell) £2,428,300 for significant failings in its systems and controls resulting in Listing Rules and related breaches. Lamprell could not adequately monitor its financial performance against its budget and against market expectations and therefore failed in its obligations as a listed company to keep the market fully informed of its deteriorating financial position during early 2012.
The systems and controls failings resulted in Lamprell breaching the Listing Principles, the Disclosure and Transparency Rules and also the Model Code on directors’ dealings in securities.
From early in 2012, Lamprell’s financial performance against its budget had been deteriorating due to operational issues. However, Lamprell did not update the market on its deteriorating financial performance until it released a trading update on 16 May 2012. In response to this trading update, Lamprell’s share price fell by 57% demonstrating the importance of that financial information.
There were serious systems and controls failings at Lamprell
read more »
Posted in Equity capital markets, Regulators |
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4 March 2013
Posted in Equity capital markets, Regulators |
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26 February 2013
The latest edition of the BDO / Quoted Companies Alliance “Sentiment Index” has a useful discussion of corporate bonds as a financing option for smaller listed companies. A very surprising statistic is that “49% of advisors said they were not aware of the ORB”.
See also: London Stock Exchange’s Order Book for Retail Bonds
Posted in Equity capital markets, Lobby groups |
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19 February 2013
Centre Forum, a think-tank with links to the Coalition Government and to business, published last week a report titled “The path to IPO: funding SME jobs and growth”, which makes a series of (familiar) recommendations on how SMEs may be encouraged to access capital via the equity markets.
The report is here (summary of recommendations on page 7) and the accompanying press release is here.
Posted in Equity capital markets, Lobby groups, UK government |
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19 February 2013
This is the first penalty imposed on a company by the FSA for breaches of the Listing Rules and Listing Principles relating to compliance with the Model Code. From a Financial Services Authority press release on 14 February 2013:
“The Financial Services Authority (FSA) has fined Nestor Healthcare Group Limited (Nestor) £175,000 for failing to take adequate steps to ensure that its board members and senior executives complied with the share dealing provisions of the FSA’s Model Code.
read more »
Posted in Equity capital markets, Financial services and market conduct, Regulators |
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13 February 2013
This morning London Stock Exchange announced its new “High Growth Segment” of the Main Market. The HGS is aimed at fast-growing companies aspiring to be included in the Premium Segment of the UKLA’s Official List. In the words of the Exchange:
“Market feedback from investors, sell side participants and the venture capital community confirms there are a significant number of UK and European businesses with ambitious development plans that are currently under-represented on the equity markets. This segment is part of the solution – it will provide greater choice for companies seeking capital and investors seeking growth opportunities.”
The HGS will be a segment of the EU’s EU regulated market and so the EU financial services directives (including the Prospectus Directive) will apply. The HGS will not be part of the Official List, with the Exchange explicitly designing the HGS as a “transitional route” to the Official List.
Key issuer eligibility criteria are:
read more »
Posted in Consultations, Equity capital markets, Financial services and market conduct, Private equity, UK government |
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11 January 2013
Posted in Equity capital markets, United States |
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3 January 2013
The Financial Services Authority issued on 18 December 2012 a consultation paper (CP12/37) on the FCA’s market powers, decision making procedures and penalties policies. Press release here. From the CP:
read more »
Posted in Consultations, Equity capital markets, Financial services and market conduct, Regulators |
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11 December 2012
The chief executive-designate of the Financial Conduct Authority, Martin Wheatley, gave an overview of the new regulator’s approach to client assets and market regulation in a speech on 20 November 2012. On markets regulation, Mr Wheatley said:
read more »
Posted in Corporate governance, Equity capital markets, Financial services and market conduct, Regulators |
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10 December 2012
Useful summary from Hogan Lovells, November 2012, here.
Posted in Equity capital markets |
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29 October 2012
The London Stock Exchange’s AIM team has published issue 5 of its “Inside AIM” newsletter, covering:
- Education of Directors on AIM
- Due Diligence on AIM Directors
- Application Forms
- Rule 21 – Directors‟ Participation in a Fundraise
- Capital Reorganisations
- Close Periods for Accounts
- Rule 41 – Cancellation of an AIM Company
- Nomad Notification RequirementsInvestigations & Enforcement Update.
“Inside AIM” is the AIM team’s “guidance to the AIM adviser community, in particular the nominated advisers, on key technical matters on which we receive regular requests for clarification or explanation on the application of the AIM Rules”. Previous issues can be found here.
Posted in Equity capital markets |
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19 October 2012
Posted in Equity capital markets |
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15 October 2012
Hellenic Coca-Cola has moved its main listing to a Premium Listing on London – in pursuit of greater liquidity and because its own credit rating could be affected by the Greek sovereign rating.
See also: A Eurozone exit: forex traders and retailers prepare
Posted in Europe, Risk management |
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20 September 2012
Having been trailed at the end of August, the FT confirms this morning that the UK government is to consult on measures designed to encourage high-growth tech companies to list on London:
- Shares in public hands requirement to be reduced to 10% from 25%.
- Three year past accounts rule to be relaxed.
- Requirement for independent non-executive directors to be reduced.
The consultation will be announced today.
UPDATE: BIS has now given some more details of these “ambitious proposals with the London Stock Exchange to attract entrepreneurs and high-growth companies” to IPO in London:
read more »
Posted in Consultations, Corporate governance, Equity capital markets, UK government |
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13 September 2012
The London Stock Exchange has produced a new guide to “Corporate Governance for Main Market and AIM Companies”, which can be read here. Written by a number of law firms and financial and other advisers, it is a comprehensive overview, if not particularly detailed discussion, of the subject and associated areas such as:
• Corporate governance in an EU context
• Requirements for non-UK companies listing in London
• Inside information
• The Bribery Act 2000
• Managing directors’ conflicts
• The independent adviser’s role
• Financial communications and investor strategies
• Protection for directors and their companies.
See also: Corporate governance
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Posted in Companies Act 2006 and company law, Corporate governance, Directors, Equity capital markets |
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