Changes to the listing rules: disclosure of rights attached to equity shares
The FCA published a consultation paper in December 2019 (CP19/33) in which it proposed that the Listing Rules sourcebook be amended to require issuers with securities listed in the UK to publish, and keep publicly available, a description of the rights attached to those securities. The FCA’s policy objective was to ensure that accurate and relevant information about a security’s rights should be, and remain, publicly available throughout the life of the security.
The FCA has now published Handbook Notice 75 in which its amendments to the Listing Rules are set out following feedback received on the 2019 consultation. The FCA has amended the FCA Handbook with the intention that the changes ensure that, regardless of when a security was first admitted to the Official List, holders and potential holders of listed securities have ready access to information in relation to the rights attached to them. These changes came into effect on 27 April 2020.
Pursuant to the changes, LR 9.2.6ER(1) requires that, unless exempted, a listed company must “forward to the FCA for publication a copy of one or more of the following:
a) the approved prospectus or listing particulars for its listed equity shares;
b) the relevant agreement or document setting out the terms and conditions on which its listed equity shares were issued; or
c) a document describing:
i) the rights attached to its listed equity shares;
ii) limitations on such rights; and
iii) the procedure for the exercise of such rights
produced in accordance with the relevant Annex of the Prospectus Regulation that would have applied had the listed company been required to produce a prospectus for those listed equity shares”.
Additionally, if there have been any changes in the rights attached to a listed company’s listed equity shares, the company must inform the FCA and forward to the FCA the relevant document setting out the new rights or describing the changes that have been made.
The FCA clarified in Handbook Notice 75 that, if the relevant information is included in a company’s articles of association, the company’s articles of association can used to meet this requirement (although it noted that it is the National Storage Mechanism that is the appropriate place to store this information and not Companies House Beta site/ the company’s own website).
Pursuant to LR 9.2.6ER, all documents must be forwarded to the FCA for publication and it will not accept electronic links to documents in other locations. These documents will be regulated information and will be published on the National Storage Mechanism. If a company has already forwarded the relevant securities information to the FCA via the National Storage Mechanism, it will not be obliged to do so again unless the information changes.
A company is exempt from the new Listing Rule when it has previously forwarded to the FCA for publication, or otherwise filed with the FCA, one of the documents as set out in LR 9.2.6ER(1) or, in the case of changes to the rights of its listed shares, one of those documents, which would include new articles of association.
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